Ryman Hospitality Properties, Inc. Stock Compensation Disclosure
7. Stock Plans
On May 9, 2024, the Company’s shareholders approved the Company’s 2024 Omnibus Incentive Plan (the “2024 Plan”). The 2024 Plan replaces the Company’s 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 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 units granted during 2025, 2024, and 2023 was $98.55, $113.10, and $85.25, respectively.
A summary of the status of the Company’s restricted stock units as of December 31, 2025 and changes during the year ended December 31, 2025, is presented below:
Weighted | |||||
Average | |||||
Grant-Date | |||||
Restricted Stock Units | | Shares | | Fair Value | |
Nonvested shares at January 1, 2025 |
| 448,465 | $ | 91.04 | |
Granted |
| 206,803 |
| 98.55 | |
Vested |
| (173,625) |
| 85.76 | |
Canceled |
| (16,184) |
| 102.71 | |
Nonvested shares at December 31, 2025 |
| 465,459 |
| 95.94 | |
The fair value of all restricted stock units that vested during 2025, 2024 and 2023 was $16.7 million, $34.4 million and $14.9 million, respectively.
At December 31, 2025, there was $24.2 million of total unrecognized compensation cost related to restricted stock units granted under the Company’s equity incentive plans. That cost is expected to be recognized over a weighted-average period of 2.3 years.
The compensation cost that has been charged against pre-tax income for all of the Company’s equity-based compensation plans was $14.1 million, $13.9 million, and $15.4 million for 2025, 2024, and 2023, respectively.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.