DEF 14A of Ryman Hospitality Properties, Inc., Apr 2, 2026

DEF 14A of Ryman Hospitality Properties, Inc.

Filed Apr 2, 2026 · FY20250001140361-26-012894

Open on EDGAR

  1. Items of Business

    | 2025 Grants of Plan-Based Awards | 56 | | 2025 Grants of Plan-Based Awards Table | 56 |

  2. Items of Business

    | Outstanding Equity Awards at 2025 Fiscal Year End | 57 | | Outstanding Equity Awards at 2025 Fiscal Year End Table | 57 |

  3. Items of Business

    | 2025 Option Exercises and Stock Vested | 59 | | 2025 Option Exercises and Stock Vested Table | 59 |

  4. Items of Business

    | 2025 Pay Versus Performance | 60 | | 2025 Pay Versus Performance Table | 60 |

  5. Items of Business

    | Other Compensation Information | 65 | | Pension Benefits | 65 | | Nonqualified Deferred Compensation | 65 | | 2025 Nonqualified Deferred Compensation Table | 66 |

  6. Items of Business

    | Potential Payments on Termination or Change of Control | 67 | | Employment and Severance Agreements | 67 | | Description of Potential Payments on Termination or Change of Control | 67 | | Summary of Potential Payments on Termination or Change of Control | 71 |

  7. Items of Business

    | Director Compensation | 73 | | Cash Compensation | 73 | | Equity-Based Compensation | 73 | | Director Stock Ownership Guidelines | 73 | | 2025 Non-Employee Director Compensation Table | 74 |

  8. Director Nominees

    Director Nominees

  9. Director Nominees

    | Name | Age | Director Since | Primary Occupation | Committee Memberships; Other Roles | Other Public Company Boards | | Rachna Bhasin | 53 | 2016 | Founder/CEO, EQ Partners | Nominating & CG; Risk (Chair) | Shutterstock, Inc. | | H. Eric Bolton, Jr. | 69 | 2025 | Executive Chairman, Mid-America Apartment Communities, Inc. | Audit; Risk | Mid-America Apartment Communities, Inc.; EastGroup Properties, Inc. | | Alvin Bowles, Jr. | 52 | 2017 | Global Chief Client Officer, Kantar | Nominating & CG; Risk | — |

  10. Director Nominees

    | Name | Age | Director Since | Primary Occupation | Committee Memberships; Other Roles | Other Public Company Boards | | Mark Fioravanti | 64 | 2022 | President & Chief Executive Officer, Ryman Hospitality Properties, Inc. | — | Brookdale Senior Living, Inc. | | William E. Haslam | 67 | 2023 | Private Investor; Former Governor of Tennessee | Human Resources; Nominating & CG | — | | Erin Mulligan Helgren | 56 | 2024 | CEO, OfficeSpace Software, Inc. | Audit; Risk | Champion Homes, Inc. | | Christine Pantoya | 56 | 2019 | Partner & Chief Transformation Officer, Astra Capital Management | Audit; Human Resources (Chair) | — | | Robert Prather, Jr. | 81 | 2009 | President & CEO, Heartland Media, LLC | Audit (Chair); Human Resources | GAMCO Investors, Inc. | | Colin Reed | 78 | 2001 | Executive Chairman of the Board of Directors, Ryman Hospitality Properties, Inc. | — | First Horizon National Corporation | | Michael Roth | 80 | 2022(1) | Former Executive Chairman, The Interpublic Group of Companies | Human Resources; Nominating & CG (Chair) | — |

  11. Corporate Governance Highlights

    Corporate Governance Highlights Our Board of Directors has adopted governance policies that we believe are in the best interests of our stockholders, including:

  12. Corporate Governance Highlights

    | • | Annual election of all directors. | | | • | Board refreshment. | | | | • | On at least an annual basis, the Nominating and Corporate Governance Committee of our Board of Directors identifies individuals qualified to become members of the Board and ensures that the Board maintains complementary and diverse skill sets, perspectives, backgrounds and experiences for its continued effectiveness, with the goal of having a mix of years of tenure of Board members between those who have served longer term, medium term or shorter term. | | | • | All of our independent directors other than Mr. Prather and Mr. Roth (who previously served as a director from 2004 to 2021 and who re-joined our Board in February 2022) have joined our Board since 2016. Immediately following the Annual Meeting, the average tenure of our independent directors will be approximately 9 years (including Mr. Roth’s years of prior service). | | • | Majority vote standard in uncontested elections. | | | • | Independent, involved and informed Board of Directors. | | | | • | All directors, other than Mr. Reed and Mr. Fioravanti, are independent. | | | • | Each of our incumbent directors standing for election who served as directors in 2025, including each of our independent directors, had at least 75% attendance at all Board and committee meetings in 2025. | | | • | Board orientation for new members and ongoing director education. | | • | A Board that maintains complementary and diverse skill sets, perspectives, backgrounds and experiences. | | | • | Independent Lead Director, as well as separate Executive Chairman and Chief Executive Officer positions. | | | • | Independent Board committees. | | | | • | Our four active standing Board committees are comprised solely of independent directors. | | • | Executive sessions of independent directors are held at each regularly scheduled Board meeting. | | | • | Annual Board and committee self-evaluations. | | | • | Board oversight of risk management. | | | • | No stockholder rights plan. | | | • | Common stock is the only class of voting securities outstanding. | | | • | Ongoing engagement with stockholders. | | | • | Commitment to sustainability considerations. | |

  13. What are my voting options on Proposal 1 (Election of Directors)?

    What are my voting options on Proposal 1 (Election of Directors)? A. You may:

  14. What are my voting options on Proposal 1 (Election of Directors)?

    | • | Vote FOR all of the director nominees; |

  15. What are my voting options on Proposal 1 (Election of Directors)?

    | • | Vote FOR specific director nominees; |

  16. What are my voting options on Proposal 1 (Election of Directors)?

    | • | Vote AGAINST all director nominees; |

  17. What are my voting options on Proposal 1 (Election of Directors)?

    | • | Vote AGAINST specific director nominees; |

  18. What are my voting options on Proposal 1 (Election of Directors)?

    | • | ABSTAIN from voting with respect to all of the director nominees; or |

  19. What are my voting options on Proposal 1 (Election of Directors)?

    | • | ABSTAIN from voting with respect to specific director nominees. |

  20. What are my voting options on Proposal 1 (Election of Directors)?

    A nominee will be elected as a director if the number of votes cast “FOR” such nominee’s election exceeds the number of votes cast “AGAINST” such nominee’s election (with abstentions and broker non-votes not counted as votes cast either for or against such election). Proxies may not be voted for more than ten (10) directors, and stockholders may not cumulate votes in the election of directors. See “Majority Voting Standard for Director Elections” below for the effect of a director nominee failing to receive the required majority vote in an election. Q.

  21. Proposal 1 (Election of the Ten (10) Nominees for Director Identified in this Proxy Statement)

    Proposal 1 (Election of the Ten (10) Nominees for Director Identified in this Proxy Statement) The information below about the business background of each nominee for director has been provided by each nominee. All nominees are currently directors. In case any nominee is not available to serve as a director, the person or persons voting the proxies may vote your shares for such other person or persons designated by the Board if you have submitted a proxy card. The Board may also choose to reduce the number of directors to be elected at the meeting. Each of the nominees shall be elected to serve as a director until the annual meeting of stockholders in 2027 or until his or her respective successor is otherwise duly elected and qualified, or until his or her earlier resignation or removal. The names of the nominees for director, along with their present positions, their principal occupations, current directorships held with other public companies, as well as directorships with other public companies during the past five years, their ages and the year first elected as a director, are set forth below. Individual qualifications, experiences and skills that contribute to the Board’s effectiveness as a whole, as determined by the Nominating and Corporate Governance Committee, are also described below.

  22. Proposal 1 (Election of the Ten (10) Nominees for Director Identified in this Proxy Statement)

    | Incumbent Directors Standing for Re-Election | | | Rachna Bhasin | | | Founder/Chief Executive Officer, EQ Partners, a private consulting firm, since January 2019. Ms. Bhasin has served as an independent director of media company Shutterstock, Inc. since August 2019 and served as an independent director of PropertyGuru Group Limited, a Singapore-based property technology company, from August 2021 to December 2024. From October 2015 to January 2019, Ms. Bhasin served as Chief Business Officer of Magic Leap, Inc., a digital technology company. Prior to such time, Ms. Bhasin was Senior Vice-President of Corporate Strategy and Business Development at media company SiriusXM Radio, a position she had held since 2010. From 2007 until 2010 Ms. Bhasin was General Manager, Strategic Partnerships and Personalization at technology company Dell, Inc., and from 2004 to 2007 she served as Vice President of Business Development at the media company EMI Music, North America. | Qualifications: Ms. Bhasin’s experience in the technology and media industries provides her with a unique perspective on our challenges and opportunities. Current Directorships: Shutterstock, Inc. Former Directorships: PropertyGuru Group Limited Age: 53 Director since: 2016 |

  23. Proposal 1 (Election of the Ten (10) Nominees for Director Identified in this Proxy Statement)

    | H. Eric Bolton, Jr. | | | Executive Chairman of Mid-America Apartment Communities, Inc., a publicly-traded apartment REIT, since April 2025. Mr. Bolton previously served as Mid-America’s Chief Executive Officer and Chairman of the Board of Directors from October 2001 and September 2002, respectively. Mr. Bolton joined Mid-America in 1994, becoming its Chief Operating Officer in February 1996 and its President in December 1996. Before joining MAA, Mr. Bolton was Executive Vice President and Chief Financial Officer of real estate investment firm Trammell Crow Asset Management. | Qualifications: Mr. Bolton’s previous experience as the CEO of a publicly-traded REIT provides him with capital markets, mergers and acquisitions and governance expertise. Current Directorships: Mid-America Apartment Communities, Inc.; EastGroup Properties, Inc. Former Directorships: None Age: 69 Director since: 2025 |

  24. Proposal 1 (Election of the Ten (10) Nominees for Director Identified in this Proxy Statement)

    | Alvin Bowles, Jr. | | | Global Chief Client Officer, marketing services company Kantar, since October 2025; Partner, artificial intelligence company AlphaAI, since February 2025; Vice-President, Global Business Group – Americas, technology company Meta Platforms, Inc. (formerly known as Facebook, Inc.), from May 2023 to October 2024; Global Vice-President, Partnerships & Business Engineering, Meta, January 2022 to May 2023; Vice-President, Global Marketing Solutions, Meta, January 2020 to January 2022; Head of Global Publisher Sales and Operations, Facebook, October 2015 to January 2020; CEO of media company GrabMedia, March 2011 to September 2015; SVP, Integrated Marketing & Brand Solutions, of media company BET, April 2007 to December 2010; Vice President Sales, Publisher, AOL Black Voices, of media and technology company AOL, April 2005 to April 2007; Vice President, Global Media Group, of entertainment company Time Warner Inc., January 2004 to April 2005. | Qualifications: Mr. Bowles brings operating experience as a result of his service as a senior executive of public and private companies, including those with a focus on digital media and technology. opportunities. Current Directorships: None Former Directorships: None Age: 52 Director since: 2017 |

  25. Proposal 1 (Election of the Ten (10) Nominees for Director Identified in this Proxy Statement)

    | Mark Fioravanti | | | Our President & Chief Executive Officer since January 2023; our President from March 2022 through December 2022; our President and Chief Financial Officer from March 2015 to March 2022; our Executive Vice President and Chief Financial Officer, June 2009 to March 2015; our Senior Vice President of Finance and Treasurer, June 2007 to March 2015; our Executive Vice President and President of our ResortQuest International subsidiary from March 2004 to June 2007; our Senior Vice President of Marketing, August 2002 to March 2004. Prior to joining us, Mr. Fioravanti served in a variety of roles with gaming company Harrah’s Entertainment, Inc. | Qualifications: Mr. Fioravanti’s day-to-day leadership as our CEO, and his many years of experience in the hospitality industry, provides him with a deep knowledge of our operations and a unique insight into our challenges and opportunities. Current Directorships: Brookdale Senior Living, Inc. Former Directorships: None Age: 64 Director since: 2022 |

  26. Proposal 1 (Election of the Ten (10) Nominees for Director Identified in this Proxy Statement)

    | William E. Haslam | | | Private Investor, since 2019. From 2011 to 2019, Mr. Haslam served as Governor of the State of Tennessee. From 2003 until 2011, Mr. Haslam served as the Mayor of Knoxville, Tennessee. From 1999 until 2001, Mr. Haslam served as Chief Executive Officer of the e-commerce and catalog division of retailer Saks Fifth Avenue. From 1980 until 1999, Mr. Haslam served in a variety of roles with travel center operator Pilot Corporation, eventually serving as President. | Qualifications: Mr. Haslam’s experience as a senior executive in the public and private sectors brings managerial and operational expertise. Current Directorships: None Former Directorships: None Age: 67 Director since: 2023 |

  27. Proposal 1 (Election of the Ten (10) Nominees for Director Identified in this Proxy Statement)

    | Erin Mulligan Helgren | | | Chief Executive Officer of OfficeSpace Software, Inc., a privately-held enterprise software company, since April 2023. From November 2021 through December 2022, Ms. Helgren served as CEO and as a director of Bonterra, a public benefit corporation operating a social good software platform. Ms. Helgren served as CEO and as a director of information technology company Social Solutions LLC from April 2020 to November 2021. From September 2017 to March 2020, Ms. Helgren served as CEO of Calytera, an information technology company. Ms. Helgren previously spent 11 years at information technology company Dell, Inc., serving as (among other roles) Dell’s Global Chief Marketing Officer. Ms. Helgren also previously served as Chief Marketing Officer for solar company SunPower Corporation and technology company Bazaarvoice, Inc. | Qualifications: Ms. Helgren brings operations and marketing experience as a result of her service as a senior executive and director of public and private companies. Current Directorships: Champion Homes, Inc. Former Directorships: None Age: 56 Director since: 2024 |

  28. Proposal 1 (Election of the Ten (10) Nominees for Director Identified in this Proxy Statement)

    | Christine Pantoya | | | Partner & Chief Transformation Officer, investment firm Astra Capital Management, since October 2025; Board member, Bastion, a privately-held stablecoin issuance platform, since March 2025; Chief Revenue Officer and board member, technology company Kiswe Mobile Inc., from July 2023 to October 2025; Chief Commercial Officer and Head of Strategy, FANchise, an integrative fan-controlled sports league, from July 2020 to July 2023. Ms. Pantoya served as Non-Executive Partner, Delta Partners Group, an investment and advisory firm, from June 2019 to July 2023. Ms. Pantoya has also served as a senior advisor to multiple early-stage companies since January 2019. From November 2020 until June 2022 Ms. Pantoya served as Chief Financial Officer of Omnichannel Acquisition Corp., a consumer-technology focused SPAC. From January 2015 to October 2018, Ms. Pantoya served as SVP & Head of Mobile & Direct-to-Consumer for the National Basketball Association, a professional sports league. From April 2012 to January 2015, Ms. Pantoya served as VP of Corporate Development and Strategy for telecommunications company Verizon Communications. Prior to such time, Ms. Pantoya served in a variety of roles for telecommunications companies Cox Communications, Enhanced Wireless, Clearwire and Sprint Nextel. | Qualifications: Ms. Pantoya’s current and past roles with media and entertainment companies provide her with insights on the challenges and opportunities faced by our Entertainment business segment. Current Directorships: None Former Directorships: None Age: 56 Director since: 2019 |

  29. Proposal 1 (Election of the Ten (10) Nominees for Director Identified in this Proxy Statement)

    | Robert Prather, Jr. | | | President and Chief Executive Officer, Heartland Media, LLC, a television broadcasting company, since June 2013; Chief Executive Officer, Heartland Media Acquisition Corp., a media focused SPAC, March 2021 to August 2023; President and Chief Executive Officer, Allen Media Broadcasting, a television broadcasting company, February 2020 to June 2023; President and Chief Operating Officer, Gray Television, Inc., a television broadcasting company, September 2002 to June 2013; Executive Vice President, Gray Television, Inc., 1996 to September 2002; Chief Executive Officer, Bull Run Corporation (now Southern Community Newspapers, Inc.), a media and publishing company, 1992 to December 2005. | Qualifications: Mr. Prather’s history as a chief executive officer of media companies provides financial expertise, as well as operating experience in the media and entertainment industries. Mr. Prather also has considerable corporate governance experience through his service on the boards of other public companies. Current Directorships: GAMCO Investors, Inc. Former Directorships: Diebold Nixdorf, Inc.; Heartland Media Acquisition Corp. Age: 81 Director since: 2009 |

  30. Proposal 1 (Election of the Ten (10) Nominees for Director Identified in this Proxy Statement)

    | Colin Reed | | | Executive Chairman of our Board since January 2023; our Chief Executive Officer from April 2001 through December 2022; Chairman of our Board from May 2005 through December 2022; our President from November 2012 to March 2015 and from April 2001 to November 2008; Member, three-executive Office of the President, gaming company Harrah’s Entertainment, Inc., May 1999 to April 2001; Chief Financial Officer, Harrah’s Entertainment, Inc., April 1997 to April 2001. Mr. Reed previously served in a variety of other management positions with Harrah’s Entertainment, Inc. and its predecessor, hotel operator Holiday Corp., from 1977 to April 1997. | Qualifications: Mr. Reed’s day-to-day leadership as Executive Chairman of our Board, as well as his many years of experience as our CEO and in the hospitality industry, provides him with deep knowledge of our operations and gives him unique insights into our challenges and opportunities. Current Directorships: First Horizon National Corporation Former Directorships: None Age: 78 Director since: 2001 |

  31. Proposal 1 (Election of the Ten (10) Nominees for Director Identified in this Proxy Statement)

    | Michael Roth | | | Executive Chairman (from January 2021 to December 2021), The Interpublic Group of Companies, a global marketing services company; Chairman (from July 2004 to December 2020) and Chief Executive Officer (from January 2005 to December 2020), The Interpublic Group of Companies; Chairman of the Board and Chief Executive Officer, The MONY Group Inc. (and its predecessor entities), a financial services company, 1997 to 2004. Mr. Roth served as a Director Emeritus of the company from May 2021 until February 2022, when he rejoined our Board of Directors. | Qualifications: As a result of his past service as the chief executive officer and chairman of public companies, Mr. Roth brings a variety of experience and expertise to the Board, including in the areas of capital markets, accounting and corporate governance. Current Directorships: None Former Directorships: The Interpublic Group of Companies; Pitney Bowes, Inc. Age: 80 Director since: 2001 |

  32. Human Resources Committee

    | • | reviewing and approving compensation for executive officers and directors (subject to, in the case of director compensation, approval by the full Board); and |

  33. Nominating and Corporate Governance Committee

    Nominating and Corporate Governance Committee The current members of the Nominating and Corporate Governance Committee are Michael Roth (Chair), Rachna Bhasin, Alvin Bowles and William Haslam. The committee is responsible for, among other things:

  34. Nominating and Corporate Governance Committee

    | • | developing and recommending criteria for the selection of new directors and recommending to the Board nominees for election as directors and appointment to committees; |

  35. Nominating and Corporate Governance Committee

    | • | developing and recommending changes and modifications to our Corporate Governance Guidelines and our Code of Business Conduct and Ethics to the Board; |

  36. Nominating and Corporate Governance Committee

    | • | monitoring and enforcing compliance with our Corporate Governance Guidelines, certain provisions of our Code of Business Conduct and Ethics and other policies; and |

  37. Nominating and Corporate Governance Committee

    | • | advising the Board on corporate governance matters, including as appropriate obtaining updates on corporate governance developments from professional advisors. |

  38. Nominating and Corporate Governance Committee

    In 2025, the committee met 4 times. A formal Board evaluation covering Board operations and performance, with a written evaluation from each Board member, is conducted annually by the committee to enhance Board effectiveness. Recommended changes are considered by the full Board. In addition, each Board committee conducts an annual self-evaluation. The committee annually reviews with the Board the company’s “Statement of Expectations of Directors.” This review includes an assessment of independence, diversity of experience and perspectives, age, skills and industry backgrounds in the context of the needs of the Board and the company, as well as the ability of current and prospective directors to devote sufficient time to performing their duties in an effective manner. Directors are expected to actively participate in Board discussions and exemplify the highest standards of personal and professional integrity. In particular, the committee seeks directors with established strong professional reputations and expertise in areas relevant to the strategy and operations of our businesses. The committee annually reviews the tenure, performance and contributions of existing Board members to the extent they are candidates for re-election, and considers all aspects of each candidate’s qualifications and skills in the context of the needs of the company at that point in time with a view to creating a Board with a diversity of experience and perspective. In addition, our Corporate Governance Guidelines provide that the committee will include, and will have any search firm that it engages include, women and minority candidates in the pool from which director candidates are selected. Finally, the committee’s charter gives it responsibility to develop and recommend criteria for the selection of new directors to the Board, including but not limited to diversity of experience and perspectives, age, skills, time availability and such other criteria as the committee shall determine to be relevant at the time. Currently, the board has four directors who are diverse, two of whom are racially and ethnically diverse, and three of whom are female. Historically, the Board, based on the recommendations of the committee, has been successful in its director refreshment efforts. For example, all of our independent directors other than Mr. Prather and Mr. Roth (who re-joined our Board in 2022 after previously serving from 2004 to 2021) have joined our Board since 2016. This director refreshment process has resulted in an engaged and collaborative Board, with complementary and diverse skill sets, perspectives, backgrounds and experiences. The committee also considers the impact of any changes in the employment of existing directors. In this regard, if a director changes employment, the director is required to submit a letter of resignation to the committee. The committee then reviews the director’s change of employment and determines whether the director’s continued service on the Board would be advisable as a result of such change. After completing this evaluation, the committee makes a recommendation to the full Board as to whether to accept the director’s resignation, and the Board makes a final determination of whether to accept the director’s resignation. The committee considers candidates for Board membership recommended by its members and other Board members, as well as by management and stockholders. From time to time the committee may also engage a third-party search firm to identify prospective Board members. The committee will only consider stockholder nominees for Board membership submitted in accordance with the procedures set forth in Submitting Stockholder Proposals and Nominations for 2027 Annual Meeting. Once the committee has identified a prospective nominee, the committee makes an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination is based on whatever information is provided to the committee with the recommendation of the prospective candidate, as well as the committee’s own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others. The preliminary determination is based primarily on the need for additional Board members to fill vacancies or expand the size of the Board and the likelihood that the prospective nominee can satisfy the evaluation factors described below. If the committee determines, in consultation with the Chairman of the Board and other Board members as appropriate, that additional consideration is warranted, it may request additional information about the prospective nominee’s background and experience. The committee then evaluates the prospective nominee against the following standards and qualifications:

  39. Nominating and Corporate Governance Committee

    | • | the ability of the prospective nominee to represent the interests of our stockholders; |

  40. Nominating and Corporate Governance Committee

    | • | the prospective nominee’s standards of integrity, commitment and independence of thought and judgment; |

  41. Nominating and Corporate Governance Committee

    | • | the prospective nominee’s ability to dedicate sufficient time, energy and attention to the diligent performance of his or her duties, including the prospective nominee’s service on other boards; and |

  42. Nominating and Corporate Governance Committee

    | • | the extent to which the prospective nominee contributes to the range of knowledge, diversity, skill and experience appropriate for the Board. |

  43. Nominating and Corporate Governance Committee

    The committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board and the evaluations of other prospective nominees. In connection with this evaluation, the committee determines whether to interview the prospective nominee, and if warranted, one or more members of the committee, and others as appropriate, will interview the prospective nominee in person or by telephone. After completing this evaluation and interview, the committee makes a recommendation to the full Board as to whether this prospective nominee and any other prospective nominees should be nominated by the Board, and the Board determines the nominees after considering the recommendation and report of the committee. With respect to the recent process which resulted in Mr. Bolton being appointed to our Board, the committee received referrals for several potential candidates from existing Board members, and it did not engage a third-party search firm to identify additional candidates. The committee evaluated the referrals received in accordance with the processes and procedures described above, which resulted in the selection of Mr. Bolton as a director. New directors participate in an orientation program that includes discussions with senior management, their review of background materials on our strategic plan, organization and financial statements and visits to our facilities. We encourage each director to participate in continuing educational programs that are important to maintaining a director’s level of expertise to perform his or her responsibilities as a Board member.

  44. Director Commitments

    Director Commitments The Board believes that all members of the Board should devote sufficient time and attention to their duties and to otherwise fulfill the responsibilities required of directors. In assessing whether directors and director nominees have sufficient time and attention to devote to board duties, the Nominating and Corporate Governance Committee and the Board consider, among other things, whether directors serve on an excessive number of public company boards, a situation commonly referred to as “overboarding”. Our Board believes that each of our directors has demonstrated the ability to devote sufficient time and attention to board duties and to otherwise fulfill the responsibilities required of directors. However, we understand that certain of our stockholders and certain proxy advisory firms may deem Mr. Bolton overboarded under their policies as a result of his current role as Executive Chairman of the Board of Mid-America Apartment Communities, Inc. (“Mid-America”) and his service on the boards of EastGroup Properties, Inc. and our company. After careful consideration, the Board believes that Mr. Bolton will continue to dedicate sufficient time to carry out his duties as a member of the Board effectively and believes that his other roles with publicly traded companies will not negatively impact his service on our Board for the following reasons:

  45. Director Commitments

    | • | Effective April 1, 2025, Mr. Bolton relinquished his position as the Chief Executive Officer of Mid-America as part of his planned retirement. Mr. Bolton’s role with Mid-America as Executive Chairman does not include a day-to-day operating role, and Mid-America has stated that, as Executive Chairman, Mr. Bolton will serve as a resource to Mid-America‘s CEO in defining its strategy, serve as a mentor to Mid-America’s CEO, and advise and assist with any potential significant corporate events. |

  46. Director Commitments

    | • | In addition, Mr. Bolton’s role as Executive Chairman is scheduled to terminate effective December 31, 2026, pursuant to the terms of his employment agreement with Mid-America. |

  47. Director Commitments

    | • | Our Board believes that as a result of his tenure as Mid-America’s CEO, Mr. Bolton brings valuable experience, insight and expertise to our company, including in the areas of REIT-sector capital markets activity, mergers and acquisitions, and corporate governance. |

  48. Director Commitments

    | • | Mr. Bolton has confirmed to our Board’s satisfaction that his ongoing commitments to Mid-America and to EastGroup Properties, Inc. will not detract from his service on our Board. |

  49. CEO Pay Ratio

    CEO Pay Ratio The Dodd-Frank Act requires that we disclose the ratio of CEO pay in 2025 to the median employee pay of all our employees, other than the CEO, calculated in accordance with Item 402(u) of SEC Regulation S-K. In making this calculation, we first identified the company’s median employee by examining the 2024 total cash compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2025, the last day of our payroll year. We included all employees, whether employed on a full-time, part-time or seasonal basis (for purposes of this calculation, a total of 1,808 employees). We did not make any assumptions, adjustments or estimates with respect to total cash compensation, except that we annualized the compensation for all full- and part-time employees who were not employed by us for all of 2025. We selected total cash compensation for all employees as our compensation measure because we do not widely distribute annual equity awards to employees. We then identified the company’s median employee based on total cash compensation, and we determined that such median employee served as a server at a venue in our Entertainment business segment and averaged an approximate 28 hour work week during 2025. As required by SEC rules, for purposes of calculating the pay ratio, pay for the median employee and for Mr. Fioravanti, who served as our CEO as of December 31, 2025, were determined using the methodology set forth in our 2025 Summary Compensation Table. Using this methodology, we determined that a reasonable estimate of the 2025 total compensation of our median employee was $37,991 and that the 2025 total compensation of our CEO was $6,246,483. In addition to the pay ratio disclosure required by the Dodd-Frank Act, we believe that it is also important to take into consideration:

  50. CEO Pay Ratio

    | • | the nature of our overall employee base, which contains a small number of full-time employees dedicated to our hospitality REIT business segment and a larger number of full- and part-time employees working in our Entertainment business segment (with many of our part-time employees only working a few hours each week at various times to service the numerous concerts and other events at our entertainment venues); and |

  51. CEO Pay Ratio

    | • | the fact that, unlike many chief executives, our CEO oversees two lines of business, a hospitality REIT and an entertainment operating company. |

  52. CEO Pay Ratio

    We continue to believe that it is appropriate to provide two additional supplemental calculations that reflect the pay ratio of the total compensation of our CEO to (1) the total compensation of the median of all full-time employees, and (2) the total compensation of the median of the full-time employees of our REIT entity (comprising our Hospitality business segment) Accordingly, we determined that the following were reasonable estimates of the pay ratio required to be disclosed by Item 402(u) of SEC Regulation S-K, as well as the supplemental pay ratios described above:

  53. CEO Pay Ratio

    | Dodd-Frank Act Pay Ratio Information | | | CEO to Median Employee Pay Ratio (Calculated in Accordance with Item 402(u) of SEC Regulation S-K) | 164:1 | | Supplemental Pay Ratio Information(1) | | | CEO to Median Employee Pay Ratio (Full-Time Employees Only)(2) | 105:1 | | CEO to Median Employee Pay Ratio (Full-Time REIT Employees Only)(3) | 49:1 |

  54. CEO Pay Ratio

    | (1) The supplemental ratios listed above were calculated based on the total compensation paid to our CEO and to the median employees identified above using the methodology set forth in our 2025 Summary Compensation Table below. |

  55. CEO Pay Ratio

    | (2) For purposes of calculating this supplemental pay ratio, only full-time employees of the company as of December 31, 2025 (a total of 1,004 employees) were included in the determination of the median company employee. |

  56. CEO Pay Ratio

    | (3) For purposes of calculating this supplemental pay ratio, only full-time employees employed by our REIT entity (comprising our Hospitality business segment) as of December 31, 2025 (a total of 107 employees) were included in the determination of the median company employee. |

  57. CEO Pay Ratio

    In designing our CEO’s compensation in 2025, our Human Resources Committee was mindful of the need to provide a market-competitive compensation package with a significant element of equity-based and performance-based compensation (not generally available to our employee base), which the committee believes is in the best interests of the company and its stockholders. Additionally, the committee monitors management’s determination of compensation at all levels of the company (including through pay surveys and other market assessments), based on each employee’s position, skill level and experience, and the committee believes that our compensation practices as a whole are fair and competitive with others in the marketplace.

  58. Beneficial Stock Ownership of Directors, Executive Officers and Large Stockholders Table

    | (4) Includes 738,251 shares credited to Mr. Reed’s SERP, as defined in Other Compensation Information—Nonqualified Deferred Compensation below. Mr. Reed does not have voting or investment power with respect to these shares, and his sole right is to receive these shares upon termination of employment in accordance with the terms of his employment agreement. |

  59. Company Highlights—Compensation Practices

    | • | Design of Our Short-Term Cash Incentive Compensation Program—As described below under 2025 Short-Term Cash Incentive Compensation, our annual short-term cash incentive compensation plan is performance-based, and the plan does not have minimum payout levels (i.e., all of this compensation is “at risk”). For 2025, our annual short-term cash incentive compensation plan was based on the achievement of the financial goals described below under 2025 Short-Term Cash Incentive Compensation. |

  60. Company Highlights—Compensation Practices

    | • | Design of Our Long-Term Equity Incentive Compensation Program—As described below under 2025 Long-Term Equity Incentive Compensation, a significant portion of our NEOs’ annual long-term incentive compensation is in the form of performance-based RSUs which vest based on our achievement of TSR compared to the TSR of a designated peer group, combined with a group of additional comparable companies selected from the FTSE NAREIT Lodging Resorts Index. There is no minimum payout level associated with these performance-based RSU awards (i.e., all of this compensation is “at risk”), and there is also a cap on the total amount of compensation which may be earned in connection with these performance-based awards. |

  61. Company Highlights—Compensation Practices

    | • | Meaningful Stock Ownership and Retention Guidelines for Executives and Directors—Our stock ownership guidelines require meaningful levels of stock ownership by our executives (including 6x base salary for our CEO) and directors. In addition, any officer or director who does not meet the applicable stock ownership guideline (regardless of any compliance grace period) must hold at least 50% of the net shares received in any RSU vesting. See Stock Ownership and Retention Guidelines below. |

  62. Company Highlights—Compensation Practices

    | • | No “Single Trigger” Cash Payments Upon a Change of Control—As described in Post-Termination Benefits below, the employment and severance arrangements with our NEOs require a “double trigger” (requiring both a change of control and termination of employment) for cash severance payments following a change of control. |

  63. Company Highlights—Compensation Practices

    | • | No Tax “Gross Ups” For Severance Payments—As described in Post-Termination Benefits below, we do not provide excise or other tax “gross up” payments in connection with any severance payment made to an NEO. |

  64. 2025 Compensation Summary

    | (2) Percentage of total compensation as calculated above is based on the 2025 base salary and the value of executive-level perquisites paid to the NEO which were not paid generally to all employees, the 2025 short-term cash incentive compensation plan award (assuming achievement at the target performance level (awards were paid at 107.2% of the target performance level based on 2025 performance pursuant to the terms of the 2025 short-term cash incentive compensation plan; in addition discretionary cash bonuses were paid to each NEO, as described below)), the grant date fair value of the performance-based RSU awards granted in February 2025 to each NEO (assuming vesting at the target achievement level), and the grant date fair value of the time-based RSU awards granted in February 2025 to each NEO. Each compensation element is outlined in more detail below in the 2025 Summary Compensation Table. |

  65. Our Compensation Program

    | Compensation Element | Key Characteristics | Why We Pay This Element | Considerations in Determining the Amount of Pay | 2025 Decisions | | Base Salary | • Fixed compensation. • Payable in cash. • Reviewed annually and adjusted when appropriate. | • To attract and retain qualified executives. • Compensate for roles and responsibilities. | • Level of responsibility. • Individual skills, experience and performance. | Mr. Fioravanti received a 5.6% increase in base salary in 2024. Mr. Reed received a 5.0% increase in base salary in 2024. Each of our other NEOs received a 3.5% increase in base salary in 2025. See page 43. | | Short-Term Cash Incentive Compensation | • Variable compensation. • Payable in cash based on performance against annually established performance objectives. • Reviewed annually and adjusted from year to year when appropriate. | • Motivate and reward executives. • Incentivizes the executives to meet our short-term financial and operational objectives. | • Goals were based on the achievement of designated financial goals, as described below. | Based on performance relative to the financial goals, an award to each NEO was paid at 107.2% of the target payout level for 2025, with a discretionary cash bonus paid to each NEO in recognition of their respective individual contributions in 2025. See page 45. | | Long-Term Equity Incentive Compensation | • Variable compensation. • Time-based RSUs vesting ratably over four years. • Performance-based RSUs vesting over a three-year performance period based on a designated performance metric. | • Motivate and reward executives. • Aligns the interests of executives and stockholders and focuses the executives on long-term objectives over a multi-year period. • Encourages retention through long-term vesting. | Time-Based Awards • RSUs vest in 25% increments over 4 years Performance-Based Awards • RSUs vest based on TSR relative to a designated peer group of comparable companies over a 3-year performance period. • Awards pay out at a range from 0% to 150% of target with no shares earned for performance below 50% of financial target. | The mix of long-term equity incentive awards granted pursuant to our annual long-term equity incentive compensation program in 2025 was approximately 50% in the form of performance-based RSUs and approximately 50% in the form of time-based RSUs. See page 46. | | Other Benefits | • Fixed compensation. • Participation in broad-based plans at same cost as other employees. • Certain executive-level perquisites not paid generally to our other employees. | • Allow senior executives to participate in broad-based benefit programs. • Provide competitive benefits to our executive officers. | • Level of benefits provided to all employees. • Executive benefits provided by similarly-positioned companies. | Our NEOs received only modest executive-level perquisites. See page 48. |

  66. Compensation Peer Group

    Compensation Peer Group For 2025, the committee used a compensation peer group of the following 14 companies:

  67. Compensation Peer Group

    | American Homes 4 Rent | Kilroy Realty Corp. | | Apple Hospitality REIT, Inc. | Mid-America Apartment Communities, Inc. | | Ashford Hospitality Trust, Inc. | Park Hotels & Resorts, Inc. | | Camden Property Trust | Pebblebrook Hotel Trust | | DiamondRock Hospitality Co. | RLJ Lodging Trust | | Highwoods Properties, Inc. | Sunstone Hotel Investors, Inc. | | Host Hotels & Resorts, Inc. | Xenia Hotels & Resorts, Inc. |

  68. Compensation Peer Group

    The committee believed, based on Aon’s recommendation, that these companies were the most relevant peer group against which to review compensation for our NEOs in 2025, as such companies were all REITs with a focus on lodging, apartments or other real estate investments and had an implied market capitalization and/or total enterprise value within a range similar to the company. This peer group was unchanged from 2024. This peer group had total enterprise values ranging from approximately $2.6 billion to $21.6 billion as of December 31, 2025, compared to the company’s total enterprise value of approximately $10.0 billion as of December 31, 2025. The committee annually determines whether our overall executive compensation program is consistent with our business strategy and promotes our compensation philosophy. In determining target total annual compensation for each NEO, the committee relies on its general experience and subjective considerations of various factors, including our strategic business goals, information with respect to the peer group set forth above, proprietary and publicly available compensation surveys and data with respect to REITs and other public companies provided by Aon, and each executive officer’s position, experience, level of responsibility, individual job performance, contributions to our corporate performance, job tenure and future potential. The committee does not set specific targets or utilize any formulaic benchmarks for overall compensation or for allocations between fixed and performance-based compensation, cash and non-cash compensation or short-term and long-term compensation. In addition, the committee uses proprietary and publicly available compensation surveys and data with respect to REITs and other public companies provided by our compensation consultant, Aon, to obtain a general understanding of current compensation practices, including to confirm that the base salary and other elements of target total compensation opportunity for our executive officers is at a market-competitive level.

  69. 2025 Short-Term Cash Incentive Compensation

    2025 Short-Term Cash Incentive Compensation We provide annual cash incentive compensation designed to reward achievement of specific previously established short-term financial and strategic goals.

  70. 2025 Performance Goals

    2025 Performance Goals For 2025 the committee determined that the NEOs would have the opportunity to earn the following percentages of their base salary at the threshold, target and stretch levels, based on the achievement of designated financial performance goals, as described below:

  71. 2025 Performance Goals

    | | Threshold Level | Target Level | Stretch Level | | Mr. Fioravanti | 87.5% | 175% | 350% | | Mr. Reed | 87.5% | 175% | 350% | | Ms. Hutcheson | 62.5% | 125% | 250% | | Mr. Chaffin | 62.5% | 125% | 250% | | Mr. Lynn | 62.5% | 125% | 250% |

  72. 2025 Performance Goals

    These percentages were unchanged from 2024. Assuming performance at the target level of achievement, 2025 short-term cash incentive compensation represented approximately 27.4% of our CEO’s total compensation package and (on average) approximately 32.8% of our other NEOs’ total compensation package (calculated in the manner described on page 41). In designing the short-term cash incentive compensation program for 2025, the committee believed that it would be appropriate to continue its historical practice of solely utilizing financial metrics in the design of the short-term cash incentive compensation plan. As a result, the committee determined that each NEO’s short-term cash incentive compensation for 2025 should be based on the following financial performance goals:

  73. 2025 Performance Goals

    | Performance Goal | Threshold (50%) | Target (100%) | Stretch (150%) | Weighting at Target Achieve- ment | | Total Consolidated Revenue | $2.28 billion | $2.54 billion | $2.79 billion | 25% | | AFFO Available to Common Stockholders and Unit Holders | $488.4 Million | $542.6 million | $596.9 Million | 50% | | Consolidated Adjusted EBITDAre Margin | 27.8% | 30.9% | 34.0% | 25% |

  74. 2025 Performance Goals

    These financial performance goals were set by the committee after thorough discussion with management regarding our anticipated financial performance. In choosing these goals, the committee considered the general economic climate expected in 2025 and the expected conditions in the hospitality industry. The committee elected to weigh the metric AFFO available to common stockholders and unit holders more heavily because it is one of the primary non-GAAP metrics used by investors to measure our financial performance. The committee intended the target performance goals for each metric to be a challenging level of achievement. In addition, when the committee established these targets at the beginning of 2025, it made a determination that it would have the discretion to adjust the financial metrics included in the plan to exclude losses or expense, or income or gain, related to certain unusual, infrequently occurring or other specified events as set forth in our omnibus incentive plan. The committee determines the level of achievement of each such goal under the short-term cash incentive compensation program. Pursuant to the terms of the program, with respect to each senior executive of the company (including each NEO): (i) achievement of the threshold level of achievement of an individual financial performance goal would result in a payout percentage equal to 50% of the applicable weight of such goal; (ii) each percentage point of achievement between the threshold level of achievement and the target level of achievement, using straight-line interpolation, will result in a two percentage point increase of the payout percentage of the applicable weight of each financial performance goal (up to the target level of achievement); (iii) achievement of the target level of achievement of an individual financial performance goal would result in a payout percentage of 100% of the applicable weight of such goal; and (iv) each percentage point of achievement between the target level of achievement and the stretch level of achievement, using straight-line interpolation, will result in a two percentage point increase of the payout percentage of the applicable weight of each financial performance goal (with a maximum payout of 200% of target). In addition, under the terms of our omnibus incentive plan, the committee may exercise negative discretion in determining the final amounts of the short-term cash incentive awards payable at any given level of performance to ensure that such awards accurately reflect our actual performance. The committee also had the option of lowering the amount of, or not awarding, annual cash incentive compensation otherwise payable to an executive under the plan for 2025 if the executive did not attain a minimum-level annual performance rating under the company’s employee evaluation program, which is a prerequisite to receiving cash incentive compensation under the plan.

  75. 2025 Short-Term Incentive Compensation Awards

    2025 Short-Term Incentive Compensation Awards At its February 18, 2026 meeting the committee determined that, with respect to the company’s senior executives, including each NEO, the financial performance goals under the short-term incentive compensation plan for the 2025 fiscal year were achieved as follows:

  76. 2025 Short-Term Incentive Compensation Awards

    | Performance Goal | Calcu- lated Result | Achieve- ment Level | Payout % | | Total Consolidated Revenue | $2.49 billion(1) | Between Threshold and Target (98.2%) | 20.57% | | AFFO Available to Common Stockholders and Unit Holders | $551.0 million(1) | Between Target and Stretch (101.5%) | 57.69% | | Consolidated Adjusted EBITDAre Margin | 31.4% | Between Target and Stretch (101.6%) | 28.96% |

  77. 2025 Short-Term Incentive Compensation Awards

    | (1) As reported in the company’s financial statements, the company’s total consolidated revenue for the 2025 fiscal year was $2.58 billion, and the company’s AFFO available to common stockholders and unit holders for |

  78. 2025 Short-Term Incentive Compensation Awards

    the 2025 fiscal year was $539.6 million. The committee determined that, for purposes of calculating total consolidated revenue and AFFO available to common stockholders and unit holders under the short-term incentive compensation plan for 2025, it would be appropriate to: (i) exclude the partial year results of the JW Marriott Desert Ridge property, which we acquired in June 2025, from our Hospitality segment results (decreasing consolidated revenue by approximately $91.6 million, decreasing total consolidated Adjusted EBITDAre by approximately $18.9 million and increasing AFFO available to common stockholders and unit holders by approximately $3.9 million); (ii) exclude a portion of the estimated negative impact of the federal tariffs enacted in 2025 from our Hospitality segment operating expense (increasing consolidated Adjusted EBITDAre and AFFO available to common stockholders and unit holders by approximately $2.3 million); (iii) exclude the estimated negative impact of decreased international travel in 2025, which we believe was due to the uncertain geopolitical environment that existed in 2025 (increasing total consolidated revenue by approximately $4.8 million and increasing consolidated Adjusted EBITDAre and AFFO available to common stockholders and unit holders by approximately $3.3 million); (iv) adjust the results of our Entertainment segment’s General Jackson business to remove the negative impact of an unexpected dry-docking event caused by an equipment malfunction (increasing total consolidated revenue by approximately $2.4 million and increasing consolidated Adjusted EBITDAre by approximately $1 million); and (v) exclude a portion of the negative impact of larger than expected 2025 property tax increases in Nashville, Tennessee from our Entertainment segment results (increasing Adjusted EBITDAre and AFFO available to common stockholders and unit holders by approximately $1 million). The committee determined that these adjustments were appropriate as adjustments related to unusual events, the impact of which was not reflective of 2025 performance. The committee determined the overall level of achievement under the short-term cash incentive compensation plan for the company’s senior executives, including each NEO, was 107.2% of the target payout level, which represented the sum of the payout percentages for each of the financial goals listed above. The committee also reviewed the annual performance rating of each NEO and determined that each NEO met the minimum level performance rating. The committee also determined that each NEO should receive an additional amount of cash incentive compensation, as listed below, due to their respective contributions to the company’s financial and operating results in 2025, including the successful completion of the acquisition of the JW Marriott Desert Ridge property, and the related financing transactions completed in connection with the acquisition. As a result, the committee approved the following short-term cash incentive compensation awards:

  79. 2025 Short-Term Incentive Compensation Awards

    | | Calculated Short-Term Cash Incentive Compen- sation(1) ($) | Discretion- ary Short- Term Cash Incentive Compen- sation ($) | | Mark Fioravanti | 1,782,533 | 65,000 | | Colin Reed | 985,084 | 65,000 | | Jennifer Hutcheson | 728,258 | 40,000 | | Patrick Chaffin | 797,616 | 40,000 | | Scott Lynn | 672,773 | 40,000 |

  80. 2025 Short-Term Incentive Compensation Awards

    | (1) The estimated threshold, target and stretch payout levels for each NEO under this plan for 2025 are listed in the 2025 Grants of Plan-Based Awards table below. |

  81. 2025 Long-Term Equity Incentive Compensation

    2025 Long-Term Equity Incentive Compensation Our long-term equity incentive compensation plan is designed to align the interests of our NEOs and stockholders and focus our NEOs on long-term objectives over a multi-year period. Long-term equity incentive awards are also intended to attract and retain our NEOs through long-term vesting. In 2025, long-term equity incentive compensation represented approximately 54.8% of our CEO’s total compensation package and (on average) approximately 41.6% of our other NEOs’ total compensation package (calculated in the manner described on page 41).

  82. Long-Term Equity Incentive Compensation Plan Components

    Long-Term Equity Incentive Compensation Plan Components For 2025, the annual long-term equity incentive plan components are: TSR-Linked Performance-Based Restricted Stock Unit Awards:

  83. Long-Term Equity Incentive Compensation Plan Components

    | • | Vest over a three-year period based on our TSR over the award cycle, as compared to our peers. |

  84. Long-Term Equity Incentive Compensation Plan Components

    | • | Awards settled in stock, with cash dividends on RSUs being paid only upon RSUs that ultimately vest upon the achievement of performance goals. |

  85. Long-Term Equity Incentive Compensation Plan Components

    | • | Granted only to the NEOs and senior executives. |

  86. Long-Term Equity Incentive Compensation Plan Components

    Time-Based Restricted Stock Unit Awards:

  87. Long-Term Equity Incentive Compensation Plan Components

    | • | Annual time-based RSU awards vest in equal amounts over four years, beginning on the first anniversary of the grant date. In certain cases, in connection with a promotional RSU grant or to aid in retention, the committee may designate that certain time-based RSU awards will vest in equal installments over two years, beginning on the third anniversary of the grant date. |

  88. Long-Term Equity Incentive Compensation Plan Components

    | • | Awards settled in stock, with dividends on RSUs held by our NEOs being paid in additional RSUs only upon RSUs that ultimately vest. |

  89. Long-Term Equity Incentive Compensation Plan Components

    | • | Granted to the NEOs, as well as to other eligible employees. |

  90. 2025 Long-Term Equity Incentive Compensation Awards

    2025 Long-Term Equity Incentive Compensation Awards For 2025, the committee discussed with Aon the most appropriate way to motivate and retain our executives. The committee believed it was important to continue to use RSU awards to better align the interests of our executives with our stockholders, to encourage executive retention and to conform to compensation practices in the REIT industry. As a result of these discussions, the committee decided to structure long-term equity incentive compensation awards in 2025 as a combination of performance-based RSUs and time-based RSUs, with the total value awarded to each executive determined based on a number of factors, including but not limited to corporate and individual performance, historical grants and competitive practices. The committee determined that each NEO should receive RSU awards based on the following percentage of such NEO’s base salary (with such percentages unchanged from 2024), with approximately 50% of the awards in the form of performance-based RSUs and approximately 50% of the awards in the form of time-based RSUs (based on the grant date fair value of such awards): Mr. Fioravanti: 350% of base salary; Mr. Reed: 300% of base salary; Ms. Hutcheson: 150% of base salary; and Mr. Chaffin and Mr. Lynn: 125% of base salary. As a result of the determinations discussed above, at its February 19, 2025 meeting, the committee made the following long-term incentive compensation awards to the NEOs:

  91. 2025 Long-Term Equity Incentive Compensation Awards

    | | Time- Based RSU Awards(1) (#) | Perfor- mance- Based RSU Awards(2) (#) | | Mark Fioravanti | 16,064 | 16,947 | | Colin Reed | 7,608 | 8,028 | | Jennifer Hutcheson | 3,940 | 4,154 | | Patrick Chaffin | 3,596 | 3,792 | | Scott Lynn | 3,032 | 3,198 |

  92. 2025 Long-Term Equity Incentive Compensation Awards

    | (1) The time-based RSUs vest ratably over four years, beginning March 15, 2026. |

  93. 2025 Long-Term Equity Incentive Compensation Awards

    | (2) Up to 150% of the performance-based RSUs listed above will vest on March 15, 2028 based on our TSR performance over the three-year award cycle (January 1, 2025 – December 31, 2027) relative to the median of the TSR performance of a designated peer group. |

  94. 2025 Performance-Based RSU Awards (2025-2027 Performance Period)

    2025 Performance-Based RSU Awards (2025-2027 Performance Period) The amount of the performance-based RSUs which will ultimately vest on March 15, 2028 will be determined by comparing our TSR performance during the performance period (January 1, 2025 – December 31, 2027) relative to the median of the TSR performance of the following two peer groups (the “2025 Performance Peer Groups”), weighted equally: (1) our 2025 compensation peer group listed above; and (2) the following companies within the FTSE NAREIT Lodging Resorts Index:

  95. 2025 Performance-Based RSU Awards (2025-2027 Performance Period)

    | Apple Hospitality REIT, Inc. | Pebblebrook Hotel Trust | | Ashford Hospitality Trust, Inc. | RLJ Lodging Trust | | Braemar Hotels & Resorts, Inc. | Sotherly Hotels, Inc. | | Chatham Lodging Trust | Summit Hotel Properties, Inc. | | DiamondRock Hospitality Co. | Sunstone Hotel Investors, Inc. | | Host Hotels & Resorts, Inc. | Xenia Hotels & Resorts, Inc. | | Park Hotels & Resorts, Inc. | |

  96. 2025 Performance-Based RSU Awards (2025-2027 Performance Period)

    The members of the peer group listed above were selected from among the FTSE NAREIT Lodging Resorts Index companies due to their relative enterprise value compared to the company and/or their relative TSR performance over a three-year period. This peer group was identical to the peer group we used in 2024, except for the removal of InnSuites Hospitality Trust from the peer group for 2025. The 2025 performance-based RSU awards will vest as follows:

  97. 2025 Performance-Based RSU Awards (2025-2027 Performance Period)

    | Company TSR Performance | % of Award Vesting | | Greater than or equal to 15 percentage points above the median TSR performance of the 2025 Performance Peer Groups | 150% | | Equal to the median TSR performance of the 2025 Performance Peer Groups | 100% | | 15 percentage points below the median TSR performance of the 2025 Performance Peer Groups | 50% | | Greater than 15 percentage points below the median TSR performance of the 2025 Performance Peer Groups | 0% |

  98. 2025 Performance-Based RSU Awards (2025-2027 Performance Period)

    If the performance achieved falls in between the established performance goal levels, the percentage of the award earned by the NEO will be determined using straight-line interpolation and rounding to the nearest full share. The awards also provide that if our TSR is negative, on an absolute basis, the committee may, in its discretion, reduce by 25% the number of awards ultimately vesting. In no event will the final value of the award exceed 500% of the fair market value of our common stock on the grant date of the award. This plan design has been in effect since the company converted to a REIT in 2013, as the committee has long held the belief that limiting the maximum value of the award ensures the NEOs are not disproportionally rewarded for performance. The committee re-evaluates the 2025 Performance Peer Groups for each fiscal year to take into account changes to the composition of the 2025 Performance Peer Groups (i.e., corporate changes such as mergers or delistings), or to otherwise modify the terms of the award to take into account such other factors which the committee in its sole discretion has determined. The committee has not exercised this discretion in connection with the 2025 performance-based RSU awards, except as described above. The committee believed the amount of these awards was appropriate given our compensation philosophy and objectives, specifically noting that achievement of greater than “target” level performance would have also resulted in higher than average TSR to our stockholders, as compared to our peers. In 2025, performance-based RSUs represented approximately 27.4% of our CEO’s total compensation package and (on average) approximately 20.8% of our other NEOs’ total compensation package (calculated in the manner described on page 41).

  99. 2025 Time-Based RSU Awards

    2025 Time-Based RSU Awards The time-based RSUs granted to the NEOs reflected in the chart above vest ratably over four years, beginning on March 15, 2026. The committee believed the amount of the time-based RSU awards made to our NEOs was appropriate given our compensation philosophy and objectives, including the need to retain our executives. In 2025, time-based RSUs represented approximately 27.4% of our CEO’s total compensation package and (on average) approximately 20.8% of our other NEOs’ total compensation package (calculated in the manner described on page 41).

  100. Vesting of 2023 Performance-Based RSU Awards in March 2026 (2023-2025 Performance Period)

    Vesting of 2023 Performance-Based RSU Awards in March 2026 (2023-2025 Performance Period) In February 2023 we awarded performance-based RSUs to each NEO, which ultimately were to vest based on the company’s TSR performance over the 3-year award cycle (2023-2025), as compared to the TSR for the two designated performance peer groups during the same performance period (the “2023 Performance Peer Groups”). Specifically, the 2023 performance-based RSU awards were to vest as follows:

  101. Vesting of 2023 Performance-Based RSU Awards in March 2026 (2023-2025 Performance Period)

    | Company TSR Performance | % of Award Vesting | | Greater than or equal to 15 percentage points above the median TSR performance of the 2023 Performance Peer Groups | 150% | | Equal to the median TSR performance of the 2023 Performance Peer Groups | 100% | | 15 percentage points below the median TSR performance of the 2023 Performance Peer Groups | 50% | | Greater than 15 percentage points below the median TSR performance of the 2023 Performance Peer Groups | 0% |

  102. Vesting of 2023 Performance-Based RSU Awards in March 2026 (2023-2025 Performance Period)

    Our TSR over the performance period, calculated pursuant to the terms of the performance-based RSU agreements, was approximately 27 percentage points above the median TSR performance of the designated performance peer groups. As a result, the 2023 performance-based RSUs ultimately vested at the 150% level in March 2026 as follows:

  103. Vesting of 2023 Performance-Based RSU Awards in March 2026 (2023-2025 Performance Period)

    | | 2023 Performance- Based RSU Awards Vesting in March 2026 (#) | | Mark Fioravanti | 26,004 | | Colin Reed | 16,409 | | Jennifer Hutcheson | 6,600 | | Patrick Chaffin | 5,255 | | Scott Lynn | 4,188 |

  104. Post-Termination Benefits

    Post-Termination Benefits The committee believes that severance and change of control benefits assist in attracting and retaining qualified executives. The levels of payments and benefits upon termination were set to be at a market-competitive level based upon each executive’s experience and level in the organization. Mr. Fioravanti and Mr. Reed have employment agreements that provide for cash severance payments and certain other benefits if termination occurs without “Cause” or if the executive leaves for “Good Reason” (as defined in their employment agreement). These agreements also provide for cash compensation and other benefits upon the occurrence of certain events of termination following a “Change of Control” of the company (i.e., a “double trigger”). Ms. Hutcheson, Mr. Chaffin and Mr. Lynn have severance agreements that provide for cash compensation and other benefits upon the occurrence of certain events of termination following a “Change of Control” of the company (i.e., a “double trigger”). In addition, no tax gross-ups are provided in connection with any severance payments to our NEOs. Information regarding these payments, including a definition of key terms and the amount of benefits that would have been received by our NEOs had termination occurred on December 31, 2025, is found below under Potential Payments on Termination or Change of Control.

  105. Equity Grant Practices

    Equity Grant Practices Our omnibus incentive plan allows the committee to grant various types of equity awards to any eligible employee, including the NEOs. Annual equity awards to executives are approved by the committee and occur on the date of our first quarterly committee meeting of each year. Consistent with the terms of our omnibus incentive plan, the committee has also delegated to the CEO the authority to make limited equity grants to new members of our management team, which are then ratified by the committee. These awards are granted pursuant to a formula based on a specified dollar amount, with the number of shares for each RSU award determined by dividing the dollar amount by the closing market prices of our common stock for a designated period prior to the grant date. Annual RSU awards for directors are approved by the committee and are granted on the date the director is elected to the Board. These awards are granted pursuant to a formula based on a specified dollar amount, with the number of shares for each RSU grant determined by dividing the dollar amount by the closing market prices of our common stock for a designated period prior to the grant date. Neither the committee nor, if applicable, the CEO takes into account material non-public information when determining the timing and terms of equity awards, and we do not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  106. Role of the Compensation Consultant

    Role of the Compensation Consultant The committee has retained Aon as its outside compensation consultant since 2013. During 2025, Aon regularly attended committee meetings and reported directly to the committee on matters relating to compensation for our executives. During 2025 the committee requested that Aon:

  107. Role of the Compensation Consultant

    | • | Analyze the compensation for our NEOs and other executives and assess how target and actual short-term incentive compensation aligned with our compensation philosophy and objectives. |

  108. Role of the Compensation Consultant

    | • | Develop recommendations for the committee on the size and structure of long-term incentive compensation awards. |

  109. Role of the Compensation Consultant

    | • | Assist the committee in the review of this proxy statement and this Compensation Discussion and Analysis. |

  110. Role of the Compensation Consultant

    | • | Provide the committee with ongoing advice and counsel on market compensation practices, trends and legal and regulatory changes and their impact on our compensation programs. |

  111. Short-Term Cash Incentive Compensation

    Short-Term Cash Incentive Compensation The committee also established criteria for short-term cash incentive compensation pursuant to our omnibus incentive plan. The committee determined that each NEO will have the opportunity to earn a percentage of his or her base salary based on the achievement of designated financial goals established by the committee. The committee established that for 2026 the potential award opportunities (as a percentage of base salary) applicable to each NEO would be set as follows at each of the threshold, target and stretch levels, based on the achievement of designated financial performance goals:

  112. Short-Term Cash Incentive Compensation

    | | Threshold Level | Target Level | Stretch Level | | Mr. Fioravanti | 87.5% | 175% | 350% | | Mr. Reed | 87.5% | 175% | 350% | | Ms. Hutcheson | 62.5% | 125% | 250% | | Mr. Chaffin | 62.5% | 125% | 250% | | Mr. Lynn | 62.5% | 125% | 250% |

  113. Short-Term Cash Incentive Compensation

    In choosing the performance goals for 2026 at its February 18, 2026 meeting, the committee considered the general economic climate then expected in 2026, the expected conditions in the hospitality and entertainment industries and our expected financial performance. In setting these goals, the committee attempted to set performance goals to ensure that the relative level of difficulty of achieving these levels was consistent with prior years. In establishing these targets for 2026, the committee made a determination that it will have the discretion to adjust the financial metrics for the year to exclude losses or expense, or income or gain, related to certain unusual, infrequently occurring or other specified events as set forth in our omnibus incentive plan. In addition, under the terms of our omnibus incentive plan, the committee may exercise negative discretion in determining the final amounts of the short-term cash incentive awards payable at any given level of performance to ensure that such awards accurately reflect our actual performance. The committee also has retained the discretion to lower the amount of, or not award, annual cash incentive compensation otherwise payable to an executive under the plan for 2026 if the executive does not attain a minimum-level annual performance rating under the company’s employee evaluation program, which is a prerequisite to receiving cash incentive compensation under the plan.

  114. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation The committee also approved the following long-term equity incentive compensation awards:

  115. Long-Term Equity Incentive Compensation

    | | Time-Based RSU Awards(1) (#) | Performance-Based RSU Awards(2) (#) | | Mark Fioravanti | 20,808 | 20,919 | | Colin Reed | 10,284 | 10,337 | | Jennifer Hutcheson | 5,876 | 5,907 | | Patrick Chaffin | 6,120 | 6,153 | | Scott Lynn | 3,892 | 3,913 |

  116. Long-Term Equity Incentive Compensation

    | (1) The time-based RSUs vest ratably over four years, beginning March 15, 2027. |

  117. Long-Term Equity Incentive Compensation

    | (2) Up to 150% of the performance-based RSUs listed above will vest on March 15, 2029 based on our TSR performance over the three-year award cycle (January 1, 2026 – December 31, 2028) relative to the median of the TSR performance of a designated peer group. |

  118. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  119. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards ($) | Non-Equity Incentive Plan Compen- sation(4) ($) | Change in Pension Value and Nonqual- ified Deferred Compen- sation Earnings ($) | All Other Compen- sation(5) ($) | Total ($) | | Mark Fioravanti President & CEO | 2025 | 938,626 | 65,000 | 3,325,125 | — | 1,782,533 | — | 135,199 | 6,246,483 | | | 2024 | 888,626 | 20,195 | 3,150,756 | — | 1,629,805 | — | 64,892 | 5,754,274 | | | 2023 | 850,165 | 230,400 | 2,857,285 | — | 2,019,600 | — | 57,755 | 6,015,205 | | Colin Reed Executive Chairman | 2025 | 519,396 | 65,000 | 1,574,975 | — | 985,084 | — | 55,374 | 3,199,829 | | | 2024 | 500,165 | 26,272 | 1,500,525 | — | 917,000 | — | 37,707 | 2,981,669 | | | 2023 | 500,165 | 62,000 | 1,807,416 | — | 1,188,000 | — | 33,729 | 3,591,310 | | Jennifer Hutcheson EVP & Chief Financial Officer | 2025 | 539,300 | 40,000 | 815,297 | — | 728,258 | — | 42,151 | 2,165,006 | | | 2024 | 515,126 | — | 787,841 | — | 674,827 | — | 39,832 | 2,017,626 | | | 2023 | 474,396 | 50,000 | 722,132 | — | 939,016 | — | 35,378 | 2,220,922 | | Patrick Chaffin EVP & Chief Operating Officer - Hotels | 2025 | 590,646 | 40,000 | 744,181 | — | 797,616 | — | 49,019 | 2,221,462 | | | 2024 | 575,165 | — | 719,135 | — | 753,250 | — | 43,769 | 2,091,319 | | | 2023 | 569,396 | 48,314 | 575,104 | — | 901,686 | — | 40,740 | 2,135,240 | | Scott Lynn EVP & General Counsel | 2025 | 498,223 | 40,000 | 627,536 | — | 672,773 | — | 21,645 | 1,860,177 | | | 2024 | 479,006 | — | 606,228 | — | 627,421 | — | 21,221 | 1,733,876 | | | 2023 | 450,639 | 36,414 | 458,236 | — | 713,586 | — | 20,129 | 1,679,004 |

  120. 2025 Summary Compensation Table

    | (1) Amounts shown are not reduced to reflect the NEO’s contributions to the 401(k) plan or elections to defer receipt of salary under the SUDCOMP plan. Amounts shown include the amounts actually paid to the NEO during the year and reflect, to the extent applicable, any changes in the base salary during the year. Due to timing of payroll cycles and rounding conventions, amounts paid to each NEO as base salary may differ from the annual base pay amount set forth in the Compensation Discussion and Analysis above. |

  121. 2025 Summary Compensation Table

    | (2) Represents a discretionary cash bonus award paid to the NEO in recognition of their contributions to the company’s operating and financial performance for the applicable fiscal year as described in the Compensation Discussion and Analysis above. Cash incentive compensation paid to each NEO pursuant to our short-term cash incentive compensation plan is reflected in the column above entitled Non-Equity Incentive Plan Compensation. |

  122. 2025 Summary Compensation Table

    | (3) Represents a non-cash amount equal to the grant date fair value of the annual time-based RSU awards and performance-based RSU awards granted to each NEO. See Note 7 to our consolidated financial statements for the three years ended December 31, 2025, included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 24, 2026, for the assumptions made in determining grant date fair value. The maximum dollar value of the performance-based RSU awards granted in 2025 (based on the grant date fair value and assuming vesting at the stretch (150%) performance level) are as follows: Mr. Fioravanti: $2,493,752; Mr. Reed: $1,181,321; Ms. Hutcheson: $611,261; Mr. Chaffin: $557,993; and Mr. Lynn: $470,586. |

  123. 2025 Summary Compensation Table

    | (4) Represents amounts paid under our short-term cash incentive compensation plan for achievement of designated financial targets and designated strategic objectives, as described in the Compensation Discussion and Analysis above. |

  124. 2025 Summary Compensation Table

    | (5) The table below lists the components of the All Other Compensation amount for each NEO listed above: |

  125. 2025 Summary Compensation Table

    | Name | Company Match to 401(k) Plan ($)(a) | Company Match to SUDCOMP Plan ($)(b) | Group Term Life ($)(c) | Executive LTD ($)(d) | Other ($)(e) | Total ($) | | Mark Fioravanti | 14,000 | 89,262 | 16,294 | 3,918 | 11,725 | 135,199 | | Colin Reed | 14,000 | — | 25,014 | 3,629 | 12,731 | 55,374 | | Jennifer Hutcheson | 14,000 | 17,527 | 4,566 | 2,808 | 3,250 | 42,151 | | Patrick Chaffin | 14,000 | 19,196 | 6,354 | 2,660 | 6,809 | 49,019 | | Scott Lynn | 14,000 | — | 4,912 | 2,733 | — | 21,645 |

  126. 2025 Summary Compensation Table

    | (a) We make matching contributions to the 401(k) plan accounts of the NEOs as described in Compensation Discussion and Analysis above. |

  127. 2025 Summary Compensation Table

    | (b) We make matching contributions to the SUDCOMP accounts of the NEOs as described in Nonqualified Deferred Compensation below. Does not include company matching amounts for SUDCOMP deferrals with respect to 2024 short-term cash incentive plan payments made in 2025. |

  128. 2025 Summary Compensation Table

    | (c) Represents the cost associated with the executive group term life insurance not made available generally to other employees. |

  129. 2025 Summary Compensation Table

    | (d) Represents the cost associated with the executive long term disability insurance not made available generally to other employees. |

  130. 2025 Summary Compensation Table

    | (e) Represents, for Messrs. Fioravanti, Reed and Chaffin, personal use of aircraft. For purposes of reporting the value of personal usage of aircraft in this table, we use the incremental cost of such personal usage, calculated by estimating the direct variable operating cost of the aircraft on a per mile basis. These costs include the cost of fuel, maintenance, landing and parking fees, crew travel expenses and supplies. For trips by NEOs that involved mixed personal and business usage, we include the incremental cost of such personal usage (i.e., the excess of the cost of the actual trip over the cost of a hypothetical trip without the personal usage). NEOs do not receive tax gross-ups for any imputed income related to personal use of aircraft. Represents, for Ms. Hutcheson, executive physical examination fees. |

  131. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The table below shows information about (1) the threshold, target and stretch (i.e., maximum) level of annual cash incentive awards for our NEOs for performance during 2025, and (2) RSU awards granted to our NEOs during 2025 under our long-term equity incentive compensation plan.

  132. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table

  133. 2025 Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards(4) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mark Fioravanti | | 831,250 | 1,662,500 | 3,325,000 | — | — | — | — | — | | Perf.-Based RSUs(2) | 2/20/25 | — | — | — | 8,474 | 16,947 | 25,421 | — | 1,662,501 | | Time-Based RSUs(3) | 2/20/25 | — | — | — | — | — | — | 16,064 | 1,662,624 | | Colin Reed | | 459,375 | 918,750 | 1,837,500 | — | — | — | — | — | | Perf.-Based RSUs(2) | 2/20/25 | — | — | — | 4,014 | 8,028 | 12,042 | — | 787,547 | | Time-Based RSUs(3) | 2/20/25 | — | — | — | — | — | — | 7,608 | 787,428 | | Jennifer Hutcheson | | 339,609 | 679,218 | 1,358,436 | — | — | — | — | — | | Perf.-Based RSUs(2) | 2/20/25 | — | — | — | 2,077 | 4,154 | 6,231 | — | 407,507 | | Time-Based RSUs(3) | 2/20/25 | — | — | — | — | — | — | 3,940 | 407,790 | | Patrick Chaffin | | 371,953 | 743,906 | 1,487,812 | — | — | — | — | — | | Perf.-Based RSUs(2) | 2/20/25 | — | — | — | 1,896 | 3,792 | 5,688 | — | 371,995 | | Time-Based RSUs(3) | 2/20/25 | — | — | — | — | — | — | 3,596 | 372,186 | | Scott Lynn | | 313,735 | 627,470 | 1,254,940 | — | — | — | — | — | | Perf.-Based RSUs(2) | 2/20/25 | — | — | — | 1,599 | 3,198 | 4,797 | — | 313,724 | | Time-Based RSUs(3) | 2/20/25 | — | — | — | — | — | — | 3,032 | 313,812 |

  134. 2025 Grants of Plan-Based Awards Table

    | (1) Represents threshold, target and stretch performance goal achievement payout levels established under our annual short-term cash incentive plan for 2025 performance. See Compensation Discussion and Analysis—2025 Compensation Decisions—2025 Short-Term Cash Incentive Compensation for a discussion of our annual short-term cash incentive plan. |

  135. 2025 Grants of Plan-Based Awards Table

    | (2) Consists of performance-based RSUs awarded under our long-term equity incentive compensation plan as part of our annual long-term equity incentive compensation program. Each RSU is equivalent to one share of our common stock on the date of grant. The RSUs are earned for achieving specified calculated TSR targets over a three-year performance period beginning January 1, 2025 and ending December 31, 2027. See Compensation Discussion and Analysis—2025 Compensation Decisions—2025 Long-Term Equity Incentive Compensation for a discussion of these RSUs. |

  136. 2025 Grants of Plan-Based Awards Table

    | (3) Consists of time-based RSUs awarded under our long-term equity incentive compensation plan. Each RSU award is equivalent to one share of common stock on the date of grant, and all time-based RSU awards vest ratably over four years. See Compensation Discussion and Analysis—2025 Compensation Decisions—2025 Long-Term Equity Incentive Compensation for a discussion of these RSUs. |

  137. 2025 Grants of Plan-Based Awards Table

    | (4) Grant date fair value of the RSU awards to the NEOs is determined in accordance with FASB ASC Topic 718, disregarding for this purpose estimated forfeitures. See Note 7 to our consolidated financial statements for the three years ended December 31, 2025, included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 24, 2026, for the assumptions made in determining grant date fair value. |

  138. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End The table below shows information about the outstanding equity awards held by our NEOs as of December 31, 2025.

  139. Outstanding Equity Awards at 2025 Fiscal Year End Table

    Outstanding Equity Awards at 2025 Fiscal Year End Table

  140. Outstanding Equity Awards at 2025 Fiscal Year End Table

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | Mark Fioravanti | — | — | — | — | 72,078 | 6,820,020 | — | — | | | — | — | — | — | — | — | 29,066 | 2,750,225 | | Colin Reed | — | — | — | — | 40,478 | 3,829,981 | — | — | | | — | — | — | — | — | — | 13,799 | 1,305,661 | | Jennifer Hutcheson | — | — | — | — | 16,739 | 1,583,844 | — | — | | | — | — | — | — | — | — | 7,184 | 679,750 | | Patrick Chaffin | — | — | — | — | 14,133 | 1,337,217 | — | — | | | — | — | — | — | — | — | 6,557 | 620,423 | | Scott Lynn | — | — | — | — | 11,523 | 1,090,306 | — | — | | | — | — | — | — | — | — | 5,530 | 523,249 |

  141. Outstanding Equity Awards at 2025 Fiscal Year End Table

    | (1) The shares listed in this column consist of the following time-based shares outstanding as of December 31, 2025, as well as the following performance-based shares, for which the relevant performance condition has been satisfied, outstanding as of December 31, 2025: |

  142. Outstanding Equity Awards at 2025 Fiscal Year End Table

    | Time-Based Shares Outstanding as of December 31, 2025 | | | | | | | | Grant Date | Vesting Date | Mark Fioravanti | Colin Reed | Jennifer Hutcheson | Patrick Chaffin | Scott Lynn | | 2/24/2022 | 3/15/2026 | 2,402 | 5,288 | 1,080 | 876 | 675 | | 2/23/2023 | 3/15/2026 | 4,551 | 2,886 | 1,146 | 910 | 728 | | 2/22/2024 | 3/15/2026 | 3,579 | 1,704 | 895 | 817 | 688 | | 2/20/2025 | 3/15/2026 | 4,167 | 1,973 | 1,021 | 932 | 787 | | 10/11/2022 | 10/11/2026 | 7,156 | — | — | — | — | | 2/23/2023 | 3/15/2027 | 4,559 | 2,889 | 1,144 | 913 | 724 |

  143. Outstanding Equity Awards at 2025 Fiscal Year End Table

    | Time-Based Shares Outstanding as of December 31, 2025 | | | | | | | | Grant Date | Vesting Date | Mark Fioravanti | Colin Reed | Jennifer Hutcheson | Patrick Chaffin | Scott Lynn | | 2/22/2024 | 3/15/2027 | 3,582 | 1,706 | 893 | 816 | 688 | | 2/20/2025 | 3/11/2027 | 4,167 | 1,974 | 1,023 | 934 | 786 | | 2/22/2024 | 3/15/2028 | 3,579 | 1,704 | 895 | 816 | 688 | | 2/20/2025 | 3/15/2028 | 4,166 | 1,972 | 1,021 | 932 | 785 | | 2/20/2025 | 3/15/2029 | 4,166 | 1,973 | 1,021 | 932 | 786 |

  144. Outstanding Equity Awards at 2025 Fiscal Year End Table

    | Performance-Based Shares Outstanding as of December 31, 2025 (All Relevant Performance Conditions Having Been Satisfied) | | | | | | | | Grant Date | Vesting Date | Mark Fioravanti | Colin Reed | Jennifer Hutcheson | Patrick Chaffin | Scott Lynn | | 2/23/2023(a) | 3/15/2026 | 26,004 | 16,409 | 6,600 | 5,255 | 4,188 |

  145. Outstanding Equity Awards at 2025 Fiscal Year End Table

    | (a) The number of RSUs listed above with respect to the February 23, 2023 performance-based RSU grant reflect vesting on March 15, 2026 at the stretch (150%) performance level, based on our achievement of TSR over the three-year performance period from January 1, 2023 to December 31, 2025 (the relevant performance metric applicable to these RSUs). Each RSU is equivalent to one share of our common stock on the date of grant. See Compensation Discussion and Analysis—2025 Compensation Decisions—2025 Long-Term Equity Incentive Compensation for a discussion of these RSUs. |

  146. Outstanding Equity Awards at 2025 Fiscal Year End Table

    | (2) Market value was determined based on the December 31, 2025 NYSE closing price of our common stock ($94.62). |

  147. Outstanding Equity Awards at 2025 Fiscal Year End Table

    | (3) The shares listed in this column consist of the following performance-based RSUs granted to each NEO for which the relevant performance condition has not been satisfied: |

  148. Outstanding Equity Awards at 2025 Fiscal Year End Table

    | Grant Date | Vesting Date | Mark Fioravanti | Colin Reed | Jennifer Hutcheson | Patrick Chaffin | Scott Lynn | | 2/22/2024(a) | 3/15/2027 | 12,119 | 5,771 | 3,030 | 2,765 | 2,332 | | 2/20/2025(b) | 3/15/2028 | 16,947 | 8,028 | 4,154 | 3,792 | 3,198 |

  149. Outstanding Equity Awards at 2025 Fiscal Year End Table

    | (a) The number of RSUs listed above with respect to the February 22, 2024 performance-based RSU grant assume vesting at the target (100%) performance level, taking into account performance to date with respect to the performance metrics under the award agreement and the remaining length of time during the vesting period. Each RSU is equivalent to one share of our common stock on the date of grant. The RSUs are earned for achieving specified calculated TSR targets over a three-year performance period from January 1, 2024 to December 31, 2026. See Compensation Discussion and Analysis—2025 Compensation Decisions—2025 Long-Term Equity Incentive Compensation for a discussion of these RSUs. |

  150. Outstanding Equity Awards at 2025 Fiscal Year End Table

    | (b) The number of RSUs listed above with respect to the February 20, 2025 performance-based RSU grant assume vesting at the target (100%) performance level, taking into account performance to date with respect to the performance metrics under the award agreement and the remaining length of time during the vesting period. Each RSU is equivalent to one share of our common stock on the date of grant. The RSUs are earned for achieving specified calculated TSR targets over a three-year performance period from January 1, 2025 to December 31, 2027. See Compensation Discussion and Analysis—2025 Compensation Decisions—2025 Long-Term Equity Incentive Compensation for a discussion of these RSUs. |

  151. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The table below shows information about the exercise of stock options by the NEOs and the vesting of the NEOs’ RSU awards in 2025.

  152. 2025 Option Exercises and Stock Vested Table

    2025 Option Exercises and Stock Vested Table

  153. 2025 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name (a) | Number of Shares Acquired Upon Exercise (#)(b) | Value Realized Upon Exercise ($)(c) | Number of Shares Acquired on Vesting (#)(d) | Value Realized on Vesting(1) ($)(e) | | Mark Fioravanti | — | — | 34,809 | 3,292,751 | | Colin Reed | — | — | 49,123 | 4,743,317 | | Jennifer Hutcheson | — | — | 10,541 | 1,017,839 | | Patrick Chaffin | — | — | 9,189 | 887,290 | | Scott Lynn | — | — | 7,281 | 703,053 |

  154. 2025 Option Exercises and Stock Vested Table

    | (1) Equal to the number of shares of common stock issued upon vesting of RSUs multiplied by the closing market price of our common stock on the NYSE on the day prior to the vesting date. |

  155. 2025 Pay Versus Performance

    2025 Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and company performance for the fiscal years listed below. This pay versus performance disclosure should not be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the Exchange Act of 1934.

  156. 2025 Pay Versus Performance Table

    2025 Pay Versus Performance Table

  157. 2025 Pay Versus Performance Table

    | Year | Summary Compen- sation Table Total for PEO 1(1) ($) | Compen- sation Actually Paid to PEO 1(1),(2),(3) ($) | Summary Compen- sation Table Total for PEO 2(1) ($) | Compen- sation Actually Paid to PEO 2(1),(2),(3) ($) | Average Summary Compen- sation Table Total for non-PEO NEOs(1) ($) | Average Compen- sation Actually Paid to non- PEO NEOs(1),(2),(3) ($) | Value of Initial Fixed $100 Investment based on(4): | | Net Income ($ millions) | AFFO Available to Common Stock- holders and Unit Holders(5) ($ millions) | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | — | — | 6,246,483 | 5,903,983 | 2,361,619 | 2,209,885 | 160.06 | 137.83 | 247 | 540.4 | | 2024 | — | — | 5,754,274 | 6,032,922 | 2,206,123 | 2,562,099 | 167.99 | 133.97 | 280 | 527.8 | | 2023 | — | — | 6,015,205 | 10,397,228 | 2,406,619 | 5,315,520 | 169.98 | 123.21 | 342 | 473.1 | | 2022 | 7,761,196 | 6,710,784 | — | — | 2,902,402 | 2,733,528 | 121.23 | 108.34 | 135 | 363.5 | | 2021 | 11,176,606 | 15,683,430 | — | — | 2,790,546 | 3,712,300 | 135.71 | 143.24 | (195) | 52.0 |

  158. 2025 Pay Versus Performance Table

    | (1) Colin Reed was our PEO for the 2021-2022 fiscal years. Mark Fioravanti was our PEO for the 2023-2025 fiscal years. The individuals comprising the non-PEO NEOs for each fiscal year presented are listed below. |

  159. 2025 Pay Versus Performance Table

    | 2021 – 2022 | 2023 – 2025 | | Mark Fioravanti | Colin Reed | | Jennifer Hutcheson | Jennifer Hutcheson | | Patrick Chaffin | Patrick Chaffin | | Scott Lynn | Scott Lynn |

  160. 2025 Pay Versus Performance Table

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the company’s PEO and non-PEO NEOs. These amounts reflect the 2025 Summary Compensation Table total with certain adjustments as described in footnote 3 below. |

  161. 2025 Pay Versus Performance Table

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the 2025 Summary Compensation Table. |

  162. 2025 Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2025 | 6,246,483 | (3,325,125) | 2,982,625 | 5,903,983 |

  163. 2025 Pay Versus Performance Table

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Compensation Actually Paid (CAP) to Non-PEO NEOs ($) | | 2025 | 2,361,619 | (940,497) | 788,763 | 2,209,885 |

  164. 2025 Pay Versus Performance Table

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables.

  165. 2025 Pay Versus Performance Table

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity for PEO ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total – Inclusion of Equity Values for PEO ($) | | 2025 | 3,268,832 | 28,098 | — | (314,305) | — | — | 2,982,625 |

  166. 2025 Pay Versus Performance Table

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity for Non-PEO NEOs ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non- PEO NEOs ($) | Total – Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 924,573 | 12,305 | — | (148,115) | — | — | 788,763 |

  167. 2025 Pay Versus Performance Table

    | (4) The Peer Group Total Stockholder Return (TSR) set forth in this table utilizes the FTSE NAREIT Equity REITs Index, which we also utilize in the stock performance graph required by Item 201(e) of SEC Regulation S-K included in our 2025 annual report to stockholders. The comparison assumes $100 was invested for the period starting December 31, 2020 through the end of the listed year in the company and in the FTSE NAREIT Equity REITs Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  168. 2025 Pay Versus Performance Table

    | (5) We determined Adjusted Funds from Operations (AFFO) available to common stockholders and unit holders to be the most important financial performance measure used to link company performance to Compensation Actually Paid to our PEO and non-PEO NEOs in 2025 since, as described in the Compensation Discussion and Analysis above, this metric represents the largest component of the financial performance goals established for our 2025 short-term cash incentive compensation plan. AFFO available to common stockholders and unit holders is a non-GAAP financial measure. For a definition of AFFO available to common stockholders and unit holders and a reconciliation of this non-GAAP financial measure to consolidated net income (the most comparable GAAP financial measure), and an explanation of why we believe AFFO available to common stockholders and unit holders presents useful information to investors, see Appendix A. |

  169. Description of the Relationships Between Executive Compensation Actually Paid and Metrics on the Pay Versus Performance Table

    Description of the Relationships Between Executive Compensation Actually Paid and Metrics on the Pay Versus Performance Table

  170. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, Company Total Shareholder Return (TSR) and Peer Group TSR

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, Company Total Shareholder Return (TSR) and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO NEOs, the company’s cumulative TSR over the five most recently completed fiscal years, and the cumulative TSR for the FTSE NAREIT Equity REITs Index over same period.

  171. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO NEOs, and the company’s net income during the five most recently completed fiscal years.

  172. Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and AFFO Available to Common Stockholders and Unit Holders

    Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and AFFO Available to Common Stockholders and Unit Holders The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO NEOs, and the company’s AFFO available to common stockholders and unit holders during the five most recently completed fiscal years.

  173. Pension Benefits

    Pension Benefits No NEOs participate in our frozen defined benefit plan.

  174. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  175. 2025 Nonqualified Deferred Compensation Table

    2025 Nonqualified Deferred Compensation Table The table below shows each NEO’s salary deferrals, company matching obligations, earnings and account balances in the SUDCOMP (and, in the case of Mr. Reed, his SERP), as of December 31, 2025.

  176. 2025 Nonqualified Deferred Compensation Table

    | Name | Plan | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings (Losses) in Last FY(2) ($) | Aggregate Withdrawals/ Distributions in Last FY ($) | Aggregate Balance at Last FYE(3) ($) | | Mark Fioravanti | SUDCOMP | 38,346 | 31,423 | 778,671 | — | 5,436,194 | | Colin Reed | SERP(4) | — | — | (3,519,384)(5) | — | 69,113,637(6) | | Colin Reed | SUDCOMP | — | — | 4,835,434 | — | 31,903,527 | | Jennifer Hutcheson | SUDCOMP | 29,272 | 19,350 | 47,778 | — | 367,412 | | Patrick Chaffin | SUDCOMP | 36,104 | 19,196 | 136,660 | — | 927,262 | | Scott Lynn | SUDCOMP | — | — | 54,353 | — | 372,002 |

  177. 2025 Nonqualified Deferred Compensation Table

    | (1) Amounts in this column are reported as compensation in the 2025 Summary Compensation Table above. Amounts in this column do not include deferrals of cash incentive compensation amounts with respect to the 2024 fiscal year paid in 2025 (which, in the case of Mr. Fioravanti, was $65,192) or company matching amounts with respect to such deferral (which, in the case of Mr. Fioravanti, was $57,838). |

  178. 2025 Nonqualified Deferred Compensation Table

    | (2) None of the amounts in this column are included as compensation in the 2025 Summary Compensation Table above because above-market or preferential earnings are not available. |

  179. 2025 Nonqualified Deferred Compensation Table

    | (3) Of the amounts listed in this column with respect to the SUDCOMP, the following amounts have been reported as compensation in the 2025 Summary Compensation Table above or previous years (or would have been reported if the NEO had been included in our proxy statement in those years): Mr. Fioravanti: $1,232,505; Mr. Reed: $9,292,421; Ms. Hutcheson: $141,891; Mr. Chaffin: $293,758; and Mr. Lynn: $166,834. With respect to Mr. Reed’s SERP, no amounts have been reported as compensation in the 2025 Summary Compensation Table for 2025 or previous years. |

  180. 2025 Nonqualified Deferred Compensation Table

    | (4) We have summarized the SERP benefit using the disclosure format prescribed by the SEC for nonqualified deferred compensation (under Item 402(i) of SEC Regulation S-K) rather than pension benefits due to the fact that this SERP benefit more closely resembles a “defined contribution” award than a “defined benefit” award. This determination was based on the fact that the value of the SERP benefit in 2025 was based solely on the amounts previously contributed. |

  181. 2025 Nonqualified Deferred Compensation Table

    | (5) Represents the change in market value of our common stock from December 31, 2024 to December 31, 2025, plus the reinvestment of cash dividends received on the shares of common stock held in the SERP. This amount has not been reported as compensation in the 2025 Summary Compensation Table for 2025 or previous years since above-market or preferential returns are not available with respect to the SERP. |

  182. 2025 Nonqualified Deferred Compensation Table

    | (6) Represents the value of both the initial SERP benefit and the additional SERP benefit as of December 31, 2025, which is calculated by multiplying the 730,451 shares of our common stock held by the rabbi trust on such date by the December 31, 2025 NYSE closing price of our common stock ($94.62), plus accrued cash. |

  183. Potential Payments on Termination or Change of Control

    Potential Payments on Termination or Change of Control

  184. Description of Potential Payments on Termination or Change of Control

    Description of Potential Payments on Termination or Change of Control The discussion below outlines our obligations to our NEOs upon a termination or Change of Control. Except as otherwise noted, the discussion applies to each NEO.

  185. Summary of Potential Payments on Termination or Change of Control

    Summary of Potential Payments on Termination or Change of Control The following tables estimate the value of the potential payments on termination or change of control of the company for the NEOs as of December 31, 2025.

  186. Summary of Potential Payments on Termination or Change of Control

    | Benefits and Payments Upon Termination | Termination for Cause or Resignation Without Good Reason ($) | Retirement ($) | Death or Disability ($) | Termination Without Cause or Resignation for Good Reason ($) | Termination Without Cause or Resignation for Good Reason Upon a Change of Control(10) ($) | | Cash Severance | | | | | | | Mr. Fioravanti | — | — | — | 5,159,610(1) | 8,394,074(2) | | Mr. Reed | — | — | — | 2,884,000(1) | 6,607,100(2) | | Ms. Hutcheson | — | — | — | — | 2,436,724(3) | | Mr. Chaffin | — | — | — | — | 2,696,750(3) | | Mr. Lynn | — | — | — | — | 2,258,794(3) | | Non-Equity Incentive Compensation | | | | | | | Mr. Fioravanti | — | — | — | — | — | | Mr. Reed | — | — | — | — | — | | Ms. Hutcheson | — | — | — | — | — | | Mr. Chaffin | — | — | — | — | — | | Mr. Lynn | — | — | — | — | — | | Performance-Based RSU Accelerated Vesting(4) | | | | | | | Mr. Fioravanti | — | — | 3,759,473 | 3,607,198 | 5,210,723 | | Mr. Reed | — | — | 2,169,810 | 2,098,624 | 2,858,234 | | Ms. Hutcheson | — | — | 946,642 | — | 1,304,242 | | Mr. Chaffin | — | — | 791,197 | — | 1,117,604 | | Mr. Lynn | — | — | 644,236 | — | 919,517 | | Time-Based RSU Accelerated Vesting(5) | | | | | | | Mr. Fioravanti | — | — | 4,359,522 | 3,232,503 | 4,359,522 | | Mr. Reed | — | — | 2,277,409 | 1,742,900 | 2,277,409 | | Ms. Hutcheson | — | — | 959,352 | — | 959,352 | | Mr. Chaffin | — | — | 840,036 | — | 840,036 | | Mr. Lynn | — | — | 694,038 | — | 694,038 | | Other Benefits and Perquisites | | | | | | | Mr. Fioravanti | — | — | — | 25,944(6) | 47,916(7) | | Mr. Reed | — | — | 168,672(8) | 168,672(8) | 168,672(8) | | Ms. Hutcheson | — | — | — | — | 38,822(9) | | Mr. Chaffin | — | — | — | — | 24,766(9) | | Mr. Lynn | — | — | — | — | 38,822(9) |

  187. Summary of Potential Payments on Termination or Change of Control

    | (1) Amount equal to two times base salary in effect for the NEO at December 31, 2025 plus two times short-term cash incentive compensation for the NEO for the 2024 fiscal year. |

  188. Summary of Potential Payments on Termination or Change of Control

    | (2) Amount equal to three times base salary in effect for the NEO at December 31, 2025, plus three times the greater of (i) short-term cash incentive compensation for the 2024 fiscal year, and (ii) the average short-term cash incentive compensation for the three most recently completed fiscal years. |

  189. Summary of Potential Payments on Termination or Change of Control

    | (3) Amount equal to two times base salary in effect at December 31, 2025, plus two times annual bonus for the 2024 fiscal year. |

  190. Summary of Potential Payments on Termination or Change of Control

    | (4) Calculated by multiplying the number of shares of common stock to be issued on the vesting of such award(s) by the December 31, 2025 NYSE closing price of our common stock ($94.62), assuming (1) in the case of performance-based RSU awards, vesting of the 2023 performance based RSU awards at the stretch (150%) performance level, and (2) vesting of the 2024 performance based RSU awards and 2025 performance based RSU awards at the target (100%) performance level. The 2023 performance-based RSU awards ultimately vested in March 2026 at the stretch (150%) payout level based on our achievement of TSR over the applicable performance period, as determined by the Human Resources Committee. The number of shares of common stock to be issued upon vesting of the remaining performance-based RSUs will ultimately be based upon the actual achievement of the performance goals stated in the applicable award agreement. |

  191. Summary of Potential Payments on Termination or Change of Control

    | (5) Calculated by multiplying the number of shares of common stock to be issued on the vesting of such award(s) by the December 31, 2025 NYSE closing price of our common stock ($94.62). |

  192. Summary of Potential Payments on Termination or Change of Control

    | (6) Represents the employer portion of health insurance coverage for Mr. Fioravanti and his spouse for a period of two years. |

  193. Summary of Potential Payments on Termination or Change of Control

    | (7) Represents the employer portion of health insurance coverage for Mr. Fioravanti and his spouse for a period of three years and physical examination fees for Mr. Fioravanti for a period of three years. |

  194. Summary of Potential Payments on Termination or Change of Control

    | (8) Represents health insurance coverage for Mr. Reed and his spouse for a period of 12 years (assuming a life expectancy of 90 years for Mr. Reed and assuming an annual cost of $14,056, which was the cost of such benefit in 2025). |

  195. Summary of Potential Payments on Termination or Change of Control

    | (9) Represents the employer portion of health insurance premiums for family coverage applicable to the executive for a period of two years. |

  196. Summary of Potential Payments on Termination or Change of Control

    | (10) The awards underlying the amounts set forth under the headings “Performance-Based RSU Accelerated Vesting” and “Time-Based RSU Accelerated Vesting” will automatically vest, with performance-based RSU awards vesting at target level, upon a Change of Control (as defined in the applicable omnibus incentive plan and the award agreements issued thereunder), irrespective of whether or not the NEO is terminated in connection with a Change of Control. |

  197. Director Compensation

    Director Compensation

  198. 2025 Non-Employee Director Compensation Table

    2025 Non-Employee Director Compensation Table The following table summarizes the annual compensation for 2025 for our non-employee directors who served as directors in 2025.

  199. 2025 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compen- sation ($) | Change in Pension Value and Nonqualified Deferred Compen- sation Earnings ($) | All Other Compen- sation ($) | Total ($) | | Rachna Bhasin | 109,375 | 119,997 | — | — | — | — | 229,372 | | Eric Bolton(3) | 20,000 | — | — | — | — | — | 20,000 | | Alvin Bowles | 97,500 | 119,997 | — | — | — | — | 217,497 | | William E. Haslam | 97,500 | 119,997 | — | — | — | — | 217,497 | | Erin M. Helgren | 100,000 | 119,997 | — | — | — | — | 219,997 | | Fazal Merchant(4) | 60,000 | — | — | — | — | — | 60,000 | | Christine Pantoya | 100,625 | 119,997 | — | — | — | — | 220,622 | | Robert Prather | 117,500 | 119,997 | — | — | — | — | 237,497 | | Michael Roth | 140,000 | 119,997 | — | — | — | — | 259,997 |

  200. 2025 Non-Employee Director Compensation Table

    | (1) The amount listed above represents cash compensation paid to the director for their service as a director, or amounts of cash compensation which have been deferred by the director in the form of RSUs, as described above. Compensation for service on the Board and its committees is payable quarterly in arrears. Due to the timing of payments, these amounts may not correspond to the amounts listed above under Cash Compensation. |

  201. 2025 Non-Employee Director Compensation Table

    | (2) Represents the grant date fair value of the annual grant of 1,269 RSUs to the non-employee directors then serving as directors on May 9, 2025, determined in accordance with FASB ASC Topic 718. See Note 7 to our consolidated financial statements for the three years ended December 31, 2025 included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 24, 2026 for the assumptions made in determining grant date fair value. As of December 31, 2025, the non-employee directors then serving as directors held the following RSUs (consisting of annual RSU grants, including RSUs previously deferred, and RSUs granted pursuant to the directors deferred compensation plan, as adjusted for dividends paid on our common stock): |

  202. 2025 Non-Employee Director Compensation Table

    | Non-Employee Director | RSUs (#) | | Rachna Bhasin | 1,299 | | Eric Bolton | — | | Alvin Bowles | 3,515 | | William E. Haslam | 1,299 | | Erin M. Helgren | 1,299 | | Christine Pantoya | 2,528 | | Robert Prather | 40,492 | | Michael Roth | 1,299 |

  203. 2025 Non-Employee Director Compensation Table

    | (3) Mr. Bolton was appointed as a member of the Board of Directors effective as of August 7, 2025. |

  204. 2025 Non-Employee Director Compensation Table

    | (4) Mr. Merchant resigned as a member of the Board of Directors effective as of March 17, 2025. |