Ryman Hospitality Properties, Inc. Fair Value Disclosure
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 Company’s 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 classified as Level 2.
The Company has consistently applied these valuation techniques in all periods presented and believes it has obtained the most accurate information available for the types of instruments it holds.
The Company’s assets and liabilities that are required to be measured at fair value on a recurring basis at December 31, were as follows (in thousands):
| | Markets for | | Observable | | Unobservable | ||||||
December 31, | Identical Assets | Inputs | Inputs | |||||||||
2025 | (Level 1) | (Level 2) | (Level 3) | |||||||||
Deferred compensation plan investments | $ | 45,034 | $ | 45,034 | $ | — | $ | — | ||||
Variable to fixed interest rate swaps | 713 | — | 713 | — | ||||||||
Total assets measured at fair value | $ | 45,747 | $ | 45,034 | $ | 713 | $ | — | ||||
| | Markets for | | Observable | | Unobservable | ||||||
December 31, | Identical Assets | Inputs | Inputs | |||||||||
2024 | (Level 1) | (Level 2) | (Level 3) | |||||||||
Deferred compensation plan investments | $ | 37,440 | $ | 37,440 | $ | — | $ | — | ||||
Total assets measured at fair value | $ | 37,440 | $ | 37,440 | $ | — | $ | — | ||||
Variable to fixed interest rate swaps | $ | 386 | $ | — | $ | 386 | $ | — | ||||
Total liabilities measured at fair value | $ | 386 | $ | — | $ | 386 | $ | — | ||||
The fair value of notes receivable is discussed in Note 3, “Notes Receivable.” The remainder of the assets and liabilities held by the Company at December 31, 2025 are not required to be recorded at fair value, and financial assets and liabilities approximate fair value, except as described below.
The Company has outstanding $625.0 million of the $625 Million 6.50% Senior Notes. The carrying value of these notes at December 31, 2025 was $615.3 million, net of unamortized DFCs. The fair value of these notes, based upon quoted market prices (Level 1), was $650.0 million at December 31, 2025.
The Company has outstanding $1.0 billion of the $1 Billion 6.50% Senior Notes. The carrying value of these notes at December 31, 2025 was $986.2 million, net of unamortized DFCs. The fair value of these notes, based upon quoted market prices (Level 1), was $1.04 billion at December 31, 2025.
See the “JW Marriott Hill Country Transaction” and the “JW Marriott Desert Ridge Transaction” sections of Note 1 for additional disclosures related to the fair value measurements used in accounting for the purchase of JW Marriott Hill Country and JW Marriott Desert Ridge.
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.