DEBT

6 Months Ended

Jun. 30, 2025

DEBT

DEBT

8. DEBT:

The Company’s debt and finance lease obligations at June 30, 2025 and December 31, 2024 consisted of (in thousands):

	June 30,		December 31,
	2025		2024
$700M Revolving Credit Facility, interest at SOFR plus 1.45%, maturing May 18, 2027	$	—	$	—
Term Loan B, interest at SOFR plus 2.00%, maturing May 18, 2030		291,324		292,791
Senior Notes, interest at 4.75%, maturing October 15, 2027		700,000		700,000
Senior Notes, interest at 7.25%, maturing July 15, 2028		400,000		400,000
Senior Notes, interest at 4.50%, maturing February 15, 2029		600,000		600,000
Senior Notes, interest at 6.50%, maturing April 1, 2032		1,000,000		1,000,000
Senior Notes, interest at 6.50%, maturing June 15, 2033		625,000		—
$80M OEG Revolver, interest at SOFR plus 3.25%, maturing June 28, 2029		—		21,000
OEG Term Loan, interest at SOFR plus 3.50%, maturing June 28, 2031		427,423		299,250
Block 21 CMBS Loan, interest at 5.58%, original maturity January 5, 2026		—		128,967
Finance lease obligations		785		55
Unamortized deferred financing costs		(57,018)		(51,484)
Unamortized discounts and premiums, net		(12,301)		(12,183)
Total debt	$	3,975,213	$	3,378,396

Amounts due within one year of the balance sheet date consist of amortization payments for the term loan B of 1.0% of the refinanced $293.5 million principal balance and amortization payments for the OEG term loan of approximately 1.0% of the refinanced $428.5 million principal balance.

At June 30, 2025, there were no defaults under the covenants related to the Company’s outstanding debt.

$625 Million 6.50% Senior Notes due 2033

On June 4, 2025, the Operating Partnership and RHP Finance Corporation (collectively, the “issuing subsidiaries”) completed the private placement of $625.0 million in aggregate principal amount of 6.50% senior notes due 2033 (the “$625 Million 6.50% Senior Notes”), which are guaranteed by the Company and its subsidiaries that guarantee the Credit Agreement.

The $625 Million 6.50% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries, the guarantors and U.S. Bank Trust Company, National Association, as trustee. The $625 Million 6.50% Senior Notes have a maturity date of June 15, 2033 and bear interest at 6.50% per annum, payable semi-annually in cash in arrears on June 15 and December 15 each year, beginning on December 15, 2025. The $625 Million 6.50% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the Company’s $700 million in aggregate principal amount of 4.75% senior notes due 2027, $400 million in aggregate principal amount of 7.25% senior notes due 2028, $600 million in aggregate principal amount of 4.50% senior notes due 2029, and $1 billion in aggregate principal amount of 6.50% senior notes due 2032, and senior in right of payment to future subordinated indebtedness, if any.

The $625 Million 6.50% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness, including the Operating Partnership’s existing credit facility, to the extent of the value of the assets securing such

indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $625 Million 6.50% Senior Notes. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $625 Million 6.50% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $625 Million 6.50% Senior Notes.

The net proceeds from the issuance of the $625 Million 6.50% Senior Notes totaled approximately $614 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. The Company used these net proceeds to fund a portion of the purchase price for JW Marriott Desert Ridge discussed in Note 2.

The $625 Million 6.50% Senior Notes are redeemable before June 15, 2028, in whole or in part, at 100.00%, plus accrued and unpaid interest thereon to, but not including, the redemption date, plus a make-whole premium. The $625 Million 6.50% Senior Notes will be redeemable, in whole or in part, at any time on or after June 15, 2028 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 103.250%, 101.625%, and 100.000% beginning on June 15 of 2028, 2029, and 2030, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.

OEG Credit Facility

On April 28, 2025, certain OEG subsidiaries borrowed an incremental term loan in an aggregate principal amount of $130 million (the “Incremental OEG Loan”) on the same terms as the existing term loan under the OEG credit facility. The net proceeds of the Incremental OEG Loan, together with cash on hand, were used to defease the non-recourse term loan secured by a mortgage on Block 21. As increased by the Incremental OEG Loan, the OEG credit facility consists of (i) a senior secured term loan facility in an aggregate principal amount equal to $428.5 million and (ii) a senior secured revolving credit facility in an aggregate principal amount not to exceed $80.0 million. No changes were made to the applicable interest rates or maturity date of any indebtedness under the OEG credit facility. In addition, the terms of the Incremental OEG Loan confirm that the annual amortization under the OEG term loan is approximately 1% of the refinanced $428.5 million outstanding principal amount, with the balance due at maturity.

Block 21 CMBS Loan

In connection with the purchase of Block 21 in May 2022, a subsidiary of the Company assumed the $136 million, ten-year, non-recourse loan secured by a mortgage on Block 21 (the “Block 21 CMBS Loan”). The proceeds of the Incremental OEG Loan described above were used to defease the Block 21 CMBS Loan in full in April 2025.

Interest Rate Derivatives

The Company has entered into an interest rate swap to manage interest rate risk associated with a portion of the OEG term loan. The swap has been designated as a cash flow hedge whereby the Company receives variable-rate amounts in exchange for fixed-rate payments over the life of the agreement without exchange of the underlying principal amount. The Company does not use derivatives for trading or speculative purposes and currently does not hold any derivatives that are not designated as hedges.

For derivatives designated as and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified to interest expense in the same period during which the hedged transaction affects earnings. These amounts reported in accumulated other comprehensive loss will be reclassified to interest expense as interest payments are made on the related variable-rate debt. The Company estimates that $0.2 million will be reclassified from accumulated other comprehensive loss to interest expense in the next twelve months.

The estimated fair value of the Company’s derivative financial instruments at June 30, 2025 and December 31, 2024 is as follows (in thousands):

							Estimated Fair Value
							Asset (Liability) Balance
		Strike			Notional		June 30,		December 31,
Hedged Debt	Type	Rate	Index	Maturity Date	Amount		2025		2024
OEG Term Loan	Interest Rate Swap	4.5330%	3-month SOFR	December 18, 2025		100,000	$	(179)	$	(386)
							$	(179)	$	(386)

Derivative financial instruments in an asset position are included in prepaid expenses and other assets, and those in a liability position are included in other liabilities in the accompanying condensed consolidated balance sheets.

The effect of the Company’s derivative financial instruments on the accompanying condensed consolidated statements of operations for the respective periods is as follows (in thousands):

	Amount of Gain (Loss)					Amount of (Gain) Loss
	Recognized in OCI					Reclassified from Accumulated
	on Derivatives				Location of Gain (Loss)	OCI into Income (Expense)
	Three Months Ended				Reclassified from	Three Months Ended
	June 30,				Accumulated OCI	June 30,
	2025		2024		into Income (Expense)	2025		2024
Derivatives in Cash Flow Hedging Relationships:
Interest rate swaps	$	108	$	351	Interest expense	$	58	$	202
Total derivatives	$	108	$	351		$	58	$	202

	Amount of Gain (Loss)					Amount of (Gain) Loss
	Recognized in OCI on					Reclassified from Accumulated
	Derivatives				Location of Gain (Loss)	OCI into Income (Expense)
	Six Months Ended				Reclassified from	Six Months Ended
	June 30,				Accumulated OCI	June 30,
	2025		2024		into Income (Expense)	2025		2024
Derivatives in Cash Flow Hedging Relationships:
Interest rate swaps	$	100	$	2,326	Interest expense	$	106	$	749
Total derivatives	$	100	$	2,326		$	106	$	749

Reclassifications from accumulated other comprehensive loss for interest rate swaps are shown in the table above and included in interest expense. Total consolidated interest expense for the three months ended June 30, 2025 and 2024 was $58.5 million and $56.6 million, respectively, and for the six months ended June 30, 2025 and 2024 was $112.8 million and $117.0 million, respectively.

At June 30, 2025, the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $0.2 million. As of June 30, 2025, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at the aggregate termination value of $0.2 million. In addition, the Company has an agreement with its derivative counterparty that contains a provision whereby the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness.