UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2018 (November 6, 2018)

RYMAN HOSPITALITY PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (615) 316-6000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On November 6, 2018, Ryman Hospitality Properties, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2018. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

Ryman Hospitality Properties, Inc. Reports Third Quarter 2018 Results

NASHVILLE, Tenn. (November 6, 2018) – Ryman Hospitality Properties, Inc. (NYSE: RHP), a lodging real estate investment trust (“REIT”) specializing in group-oriented, destination hotel assets in urban and resort markets, today reported financial results for the third quarter ended September 30, 2018.

Colin Reed, chairman and chief executive officer of Ryman Hospitality Properties, said, “Overall, we are pleased with our third quarter 2018 results, which were slightly better than our expectations going into the quarter. Despite a couple of group cancellations and the impact of Hurricane Florence in this quarter, our hotels delivered the best third quarter on record in terms of Consolidated Revenue due to strong outside-the-room spending, which helped drive over 6.9 percent and 12.1 percent Consolidated Operating Income and Consolidated Adjusted EBITDA growth, respectively, for the third quarter of 2018.

We anticipated a modest decline in our year-over-year future group bookings this quarter given the challenging year-over-year comparison and the strong bookings results we reported in the first half of 2018. Overall, the outlook for our group business continues to look strong, and we are excited to see that momentum continue with the anticipated opening of our joint-venture investment in Gaylord Rockies later this year. We are pleased to have the opportunity to increase our ownership stake in this property from 35.0 percent to approximately 62.3 percent, which we anticipate will close by the end of 2018.”

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Third Quarter and Year-to-Date 2018 Results (As Compared to Third Quarter and Year-to-Date 2017) Included the Following:

Consolidated Results

($ in thousands, except per share amounts)

For the Company’s definitions of Operating Income Margin, Net Income Margin, Adjusted EBITDA, Adjusted EBITDA Margin, FFO, and Adjusted FFO, as well as a reconciliation of the non-GAAP financial measure Adjusted EBITDA to Net Income and a reconciliation of the non-GAAP financial measure Adjusted FFO to Net Income, see “Calculation of GAAP Margin Figures,” “Non-GAAP Financial Measures,” “Adjusted EBITDA Definition,” “Adjusted EBITDA Margin Definition,” “Adjusted FFO Definition” and “Supplemental Financial Results” below.

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Operating Results

Hospitality Segment

For the three months and nine months ended September 30, 2018 and 2017, the Company reported the following:

Hospitality Segment Results

($ in thousands, except for ADR, RevPAR and Total RevPAR)

For the Company’s definitions of Revenue Per Available Room (RevPAR) and Total Revenue Per Available Room (Total RevPAR), see “Calculation of RevPAR and Total RevPAR” below. Property-level results and operating metrics for third quarter 2018 are presented in greater detail below and under “Supplemental Financial Results—Hospitality Segment Adjusted EBITDA Reconciliations,” which includes a reconciliation of the non-GAAP financial measures Hospitality Adjusted EBITDA to Hospitality Operating Income, and property-level Adjusted EBITDA to property-level Operating Income for each of the hotel properties. Highlights for third quarter 2018 for the Hospitality segment and at each property include:

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($ in thousands, except for ADR, RevPAR and Total RevPAR)

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Construction of Gaylord Opryland’s new $90 million water experience, SoundWaves, is nearing completion. This project remains on time and on budget with an anticipated opening of the indoor portion of the amenity in fourth quarter 2018. The Company is now selling packages for this premium-ticketed amenity for the upcoming holiday season.

($ in thousands, except for ADR, RevPAR and Total RevPAR)

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($ in thousands, except for ADR, RevPAR and Total RevPAR)

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($ in thousands, except for ADR, RevPAR and Total RevPAR)

Reed continued, “While we are very pleased with our overall Hospitality performance this quarter, Gaylord Texan’s performance was particularly notable as it achieved a positive year-over-year increase in occupancy despite a 20 percent increase in available room nights following its recently-completed hotel expansion. As we head toward the upcoming holiday season, we are excited about the scheduled opening of our SoundWaves water experience at Gaylord Opryland. We have been actively booking this premium amenity as part of our holiday season package offerings and are excited to welcome guests to this unique attraction in December.”

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Entertainment Segment

For the three and nine months ended September 30, 2018 and 2017, the Company reported the following:

Entertainment segment revenue increased 22.4 percent in third quarter 2018 compared to third quarter 2017, aided by the successful opening of Ole Red Nashville earlier in 2018. Operating income and Adjusted EBITDA declined in third quarter 2018 as compared to the prior-year quarter, primarily as a result of losses associated with Opry City Stage operations. As previously disclosed, the Company suspended operations at Opry City Stage beginning in September 2018 while management evaluates its market positioning for this venue. Further evaluation of this decision resulted in a $4.5 million non-cash impairment charge recognized in third quarter 2018. The Company has also previously announced its intention to develop Ole Red Orlando, which is expected to open in 2020 and will join the Company’s two operating Ole Red locations in Nashville, Tennessee and Tishomingo, Oklahoma, as well as Ole Red Gatlinburg, which is currently under development and anticipated to open in March of 2019.

Reed continued, “Our Entertainment segment delivered strong top-line performance this quarter as our historical assets continue to enjoy popularity and visibility both inside Nashville and around the world, and our flagship Ole Red venue in Nashville continues to perform well. Our investment in this brand continues, and we are optimistic about the opportunities for Ole Red to expand to new markets in the years ahead.

In October of 2018, we celebrated the opening of phase one of our Grand Ole Opry House expansion just in time for the Opry’s 93^rd birthday, and we look forward to beginning work on our new VIP lounge and pre-tour theater experience in the fourth quarter.”

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Corporate and Other Segment Results

For the three months and nine months ended September 30, 2018 and 2017, the Company reported the following:

Dividend Update

The Company paid its third quarter 2018 cash dividend of $0.85 per share of common stock on October 15, 2018 to stockholders of record as of September 28, 2018. It is the Company’s current plan to distribute total 2018 annual dividends of approximately $3.40 per share in cash in equal quarterly payments with the remaining payment occurring in January of 2019. Any future dividend is subject to the Board of Director’s determinations as to the amount of quarterly distributions and the timing thereof.

Balance Sheet/Liquidity Update

As of September 30, 2018, the Company had total debt outstanding of $1,693.4 million, net of unamortized deferred financing costs, and unrestricted cash of $86.0 million. As of September 30, 2018, $270.0 million of borrowings were drawn under the revolving credit line of the Company’s credit facility, and the lending banks had issued $2.4 million in letters of credit, which left $427.6 million of availability for borrowing under the credit facility.

Guidance

The Company is reaffirming its 2018 guidance provided on September 14, 2018 at the Company’s Investor and Analyst Day, which is available at www.rymanhp.com. The Company does not expect to update the guidance before next quarter’s earnings release. However, the Company may update its full business outlook or any portion thereof at any time for any reason.

Reed concluded, “2018 is shaping up to be another strong year for our Company, and we anticipate that 2019 will be even stronger with the benefit of our previously-announced development projects, including the opening of SoundWaves at Gaylord Opryland and the Gaylord Rockies hotel. With this in mind, we have decided to accelerate a planned rooms renovation of the Magnolia wing of Gaylord Opryland, which is adjacent to our SoundWaves water experience. We expect to begin the Magnolia rooms renovation late this year and anticipate it to be complete in the fourth quarter 2019. Our previously-announced Gaylord National rooms renovation is now scheduled to begin in the fourth quarter 2019. In addition, with a mid-December scheduled opening coupled with our increased ownership to approximately 62 percent, we

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believe the Gaylord Rockies will contribute a roughly $2.5 million negative impact to Consolidated Hospitality Adjusted EBITDA in fourth quarter 2018. We do not anticipate that either of these adjustments will have an impact on our previously-provided guidance for 2018, particularly given how well our hotels have performed thus far as well as how we expect them to perform for the remainder of the year.”

Earnings Call Information

Ryman Hospitality Properties will hold a conference call to discuss this release today at 11 a.m. ET. Investors can listen to the conference call over the Internet at www.rymanhp.com. To listen to the live call, please go to the Investor Relations section of the website (Investor Relations/Presentations, Earnings and Webcasts) at least 15 minutes prior to the call to register and download any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available shortly after the call and will be available for at least 30 days.

About Ryman Hospitality Properties, Inc.

Ryman Hospitality Properties, Inc. (NYSE:RHP) is a REIT for federal income tax purposes, specializing in group-oriented, destination hotel assets in urban and resort markets. The Company’s owned assets include a network of four upscale, meetings-focused resorts totaling 8,114 rooms that are managed by lodging operator Marriott International, Inc. under the Gaylord Hotels brand. Other owned assets managed by Marriott International, Inc. include Gaylord Springs Golf Links, the Wildhorse Saloon, the General Jackson Showboat, The Inn at Opryland, a 303-room overflow hotel adjacent to Gaylord Opryland and AC Hotel Washington, DC at National Harbor, a 192-room hotel near Gaylord National. The Company also owns and operates media and entertainment assets, including the Grand Ole Opry (opry.com), the legendary weekly showcase of country music’s finest performers for over 90 years; the Ryman Auditorium, the storied former home of the Grand Ole Opry located in downtown Nashville; 650 AM WSM, the Opry’s radio home; and Ole Red, a country lifestyle and entertainment brand. For additional information about Ryman Hospitality Properties, visit www.rymanhp.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains statements as to the Company’s beliefs and expectations of the outcome of future events that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Examples of these statements include, but are not limited to, statements regarding the future performance of our business, estimated capital expenditures, new projects or investments, including, but not limited to, the consummation of the proposed transaction to increase our ownership interest in the joint venture that owns the Gaylord Rockies Resort & Convention Center (“Gaylord Rockies interest purchase”),

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out-of-service rooms, the expected approach to making dividend payments, the board’s ability to alter the dividend policy at any time and other business or operational issues. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These include the risks and uncertainties associated with economic conditions affecting the hospitality business generally, the geographic concentration of the Company’s hotel properties, business levels at the Company’s hotels, the effect of the Company’s election to be taxed as a REIT for federal income tax purposes commencing with the year ended December 31, 2013, the Company’s ability to remain qualified as a REIT, the Company’s ability to execute its strategic goals as a REIT, the Company’s ability to consummate the Gaylord Rockies interest purchase, including obtaining any joint venture lender consent, finalization of joint venture agreements and the possibility that conditions to closing of the Gaylord Rockies interest purchase may not be met and the transaction may be terminated, the Company’s ability to generate cash flows to support dividends, future board determinations regarding the timing and amount of dividends and changes to the dividend policy, which could be made at any time, the determination of Adjusted FFO and REIT taxable income, and those factors that could cause operating and financial results to differ, which are described in the filings made from time to time by the Company with the U.S. Securities and Exchange Commission (SEC) and include the risk factors and other risks and uncertainties described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and its Quarterly Reports on Form 10-Q and subsequent filings. The Company does not undertake any obligation to release publicly any revisions to forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.

Additional Information

This release should be read in conjunction with the consolidated financial statements and notes thereto included in our most recent annual report on Form 10-K. Copies of our reports are available on our website at no expense at www.rymanhp.com and through the SEC’s Electronic Data Gathering Analysis and Retrieval System (“EDGAR”) at www.sec.gov.

Calculation of RevPAR and Total RevPAR

We calculate revenue per available room (“RevPAR”) for our hotels by dividing room revenue by room nights available to guests for the period. We calculate total revenue per available room (“Total RevPAR”) for our hotels by dividing the sum of room revenue, food & beverage and other ancillary services revenue by room nights available to guests for the period.

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Calculation of GAAP Margin Figures

We calculate Net Income Margin by dividing GAAP consolidated Net Income by GAAP consolidated Total Revenue. We calculate consolidated, segment, or property-level Operating Income Margin by dividing consolidated, segment, or property-level GAAP Operating Income by consolidated, segment, or property-level GAAP Revenue.

Non-GAAP Financial Measures

We present the following non-GAAP financial measures we believe are useful to investors as key measures of our operating performance:

Adjusted EBITDA Definition

To calculate Adjusted EBITDA, we first determine Operating Income, which represents Net Income (loss) determined in accordance with GAAP, plus, to the extent the following adjustments occurred during the periods presented: loss (income) from discontinued operations, net; provision (benefit) for income taxes; other (gains) and losses, net; loss on extinguishment of debt; (gain) loss from joint ventures; and interest expense, net. Adjusted EBITDA is then calculated as Operating Income, plus, to the extent the following adjustments occurred during the periods presented: depreciation and amortization; preopening costs; non-cash ground lease expense; equity-based compensation expense; impairment charges; any closing costs of completed acquisitions; interest income on Gaylord National bonds; other gains and (losses), net; (gains) losses on warrant settlements; pension settlement charges; pro rata Adjusted EBITDA from joint ventures, (gains) losses on the disposal of assets, and any other adjustments we have identified in this release. We believe Adjusted EBITDA is useful to investors in evaluating our operating performance because this measure helps investors evaluate and compare the results of our operations from period to period by removing the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization) from our operating results. A reconciliation of Net Income (loss) to Operating Income and Adjusted EBITDA and a reconciliation of segment, and property-level Operating Income to segment and property-level Adjusted EBITDA are set forth below under “Supplemental Financial Results.”

Adjusted EBITDA Margin Definition

We calculate consolidated Adjusted EBITDA Margin by dividing consolidated Adjusted EBITDA by GAAP consolidated Total Revenue. We calculate segment or property-level Adjusted EBITDA Margin by dividing segment, or property-level Adjusted EBITDA by segment, or property-level GAAP Revenue. We believe Adjusted EBITDA Margin is useful to investors in evaluating our operating performance because this non-GAAP financial measure helps investors evaluate and compare the results of our

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operations from period to period by presenting a ratio showing the quantitative relationship between Adjusted EBITDA and GAAP consolidated Total Revenue or segment or property-level GAAP Revenue, as applicable.

Adjusted FFO Definition

We calculate Adjusted FFO to mean Net Income (loss) (computed in accordance with GAAP), excluding, to the extent the following adjustments occurred during the periods presented: non-controlling interests, and (gains) and losses from sales of property; depreciation and amortization (excluding amortization of deferred financing costs and debt discounts) and certain pro rata adjustments from joint ventures (which equals FFO). We then exclude, to the extent the following adjustments occurred during the periods presented, impairment charges; write-offs of deferred financing costs, non-cash ground lease expense, amortization of debt discounts and amortization of deferred financing cost, pension settlement charges, additional pro rata adjustments from joint ventures, (gains) losses on other assets, (gains) losses on extinguishment of debt and warrant settlements, and the impact of deferred income tax expense (benefit). We believe that the presentation of Adjusted FFO provides useful information to investors regarding the performance of our ongoing operations because it is a measure of our operations without regard to specified non-cash items such as real estate depreciation and amortization, gain or loss on sale of assets and certain other items which we believe are not indicative of the performance of our underlying hotel properties. We believe that these items are more representative of our asset base than our ongoing operations. We also use Adjusted FFO as one measure in determining our results after taking into account the impact of our capital structure. A reconciliation of Net Income (loss) to Adjusted FFO is set forth below under “Supplemental Financial Results.”

We caution investors that amounts presented in accordance with our definitions of Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted FFO may not be comparable to similar measures disclosed by other companies, because not all companies calculate these non-GAAP measures in the same manner. Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted FFO, and any related per share measures, should not be considered as alternative measures of our Net Income (loss), operating performance, cash flow or liquidity. Adjusted EBITDA and Adjusted FFO may include funds that may not be available for our discretionary use due to functional requirements to conserve funds for capital expenditures and property acquisitions and other commitments and uncertainties. Although we believe that Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted FFO can enhance an investor’s understanding of our results of operations, these non-GAAP financial measures, when viewed individually, are not necessarily better indicators of any trend as compared to GAAP measures such as Net Income (loss), Net Income

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Margin, Operating Income (loss), Operating Income Margin, or cash flow from operations. In addition, you should be aware that adverse economic and market and other conditions may harm our cash flow.

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RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

(In thousands, except per share data)

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited

(In thousands)

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL RESULTS

ADJUSTED EBITDA RECONCILIATION

Unaudited

(in thousands)

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL RESULTS

FUNDS FROM OPERATIONS (“FFO”) AND ADJUSTED FFO RECONCILIATION

Unaudited

(in thousands, except per share data)

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL RESULTS

HOSPITALITY SEGMENT ADJUSTED EBITDA RECONCILIATIONS AND OPERATING METRICS

Unaudited

(in thousands)