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What changed in Six Flags Entertainment Corporation/NEW's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Six Flags Entertainment Corporation/NEW's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+416 added−410 removedSource: 10-K (2026-02-26) vs 10-K (2025-03-03)

Top changes in Six Flags Entertainment Corporation/NEW's 2025 10-K

416 paragraphs added · 410 removed · 317 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

54 edited+15 added−15 removed6 unchanged
Biggest change(8) Baltimore (22) Six Flags Darien Lake (8) 2024 Corfu, New York Buffalo (59) Six Flags Discovery Kingdom Six Flags Hurricane Harbor Concord (9) 2024 Vallejo, California Concord, California San Francisco (5) Sacramento (29) 3 T able of Contents Park Year Developed/Acquired Location Designated Operating Area and Rank* Six Flags Fiesta Texas 2024 San Antonio, Texas San Antonio (25) Austin (28) Six Flags Great Adventure Six Flags Hurricane Harbor New Jersey Wild Safari Adventure (10) 2024 Jackson, New Jersey New York City (1) Philadelphia (9) Six Flags Great America Six Flags Hurricane Harbor Chicago 2024 Gurnee, Illinois Chicago (3) Milwaukee (43) Six Flags Great Escape Resort (11) 2024 Queensbury, New York Albany (67) Six Flags Hurricane Harbor Phoenix 2024 Glendale, Arizona Phoenix (13) Six Flags Hurricane Harbor Rockford 2024 Cherry Valley, Illinois Chicago (3) Milwaukee (43) Six Flags Hurricane Harbor Splashtown 2024 Spring, Texas Houston (6) Six Flags Magic Mountain Six Flags Hurricane Harbor Los Angeles 2024 Valencia, California Los Angeles (2) Six Flags Mexico Six Flags Hurricane Harbor Oaxtepec 2024 Mexico City, Mexico Oaxtepec, Morelos, Mexico N/A Six Flags New England 2024 Agawam, Massachusetts Boston (10) Hartford (55) Providence (45) Six Flags Over Georgia Six Flags White Water (12) 2024 Austell, Georgia Marietta, Georgia Atlanta (7) Six Flags Over Texas Six Flags Hurricane Harbor Arlington (12) 2024 Arlington, Texas Dallas-Fort Worth (4) Six Flags St.
Biggest change(8) Kings Island 2006 Mason, Ohio Cincinnati (33) Columbus (36) Louisville (58) Indianapolis (38) Schlitterbahn Waterpark and Resort New Braunfels (7) 2019 New Braunfels, Texas San Antonio (24) Austin (27) Schlitterbahn Waterpark Galveston 2019 Galveston, Texas Houston (5) Frontier City Six Flags Hurricane Harbor Oklahoma City 2024 Oklahoma City, Oklahoma Oklahoma City (49) La Ronde 2024 Montreal, Quebec, Canada N/A Six Flags Darien Lake (8) 2024 Corfu, New York Buffalo (59) Six Flags Discovery Kingdom Six Flags Hurricane Harbor Concord (9) 2024 Vallejo, California Concord, California San Francisco (6) Sacramento (30) 3 Table of Contents Park Year Developed/Acquired Location Designated Operating Area and Rank* Six Flags Fiesta Texas 2024 San Antonio, Texas San Antonio (24) Austin (27) Six Flags Great Adventure Six Flags Hurricane Harbor New Jersey Wild Safari Adventure (10) 2024 Jackson, New Jersey New York City (1) Philadelphia (9) Six Flags Great America Six Flags Hurricane Harbor Chicago 2024 Gurnee, Illinois Chicago (3) Milwaukee (44) Six Flags Great Escape Resort (11) 2024 Queensbury, New York Albany (68) Six Flags Hurricane Harbor Phoenix 2024 Glendale, Arizona Phoenix (13) Six Flags Hurricane Harbor Rockford 2024 Cherry Valley, Illinois Chicago (3) Milwaukee (44) Six Flags Hurricane Harbor Splashtown 2024 Spring, Texas Houston (5) Six Flags Magic Mountain Six Flags Hurricane Harbor Los Angeles 2024 Valencia, California Los Angeles (2) Six Flags Mexico Six Flags Hurricane Harbor Oaxtepec 2024 Mexico City, Mexico Oaxtepec, Morelos, Mexico N/A Six Flags New England 2024 Agawam, Massachusetts Boston (10) Hartford (57) Providence (45) Six Flags Over Georgia Six Flags White Water (12) 2024 Austell, Georgia Marietta, Georgia Atlanta (7) Six Flags Over Texas Six Flags Hurricane Harbor Arlington (12) 2024 Arlington, Texas Dallas-Fort Worth (4) Six Flags St.
Concurrently with the sale, Cedar Fair entered into a lease contract that allows the Combined Company to operate the park during a six-year term, and the Combined Company has an option to extend the term for an additional five years. The lease is subject to early termination by the buyer with at least two years' prior notice.
Concurrently with the sale, Cedar Fair entered into a lease contract that allows the Company to operate the park during a six-year term, and the Company has an option to extend the term for an additional five years. The lease is subject to early termination by the buyer with at least two years' prior notice.
As a result, a substantial portion of the Combined Company's revenues are expected to be generated from Memorial Day through Labor Day with the major portion concentrated during the peak vacation months of July and August. The demographic groups that are most important to the business are families and young people ages 12 through 24.
As a result, a substantial portion of the Company's revenues are expected to be generated from Memorial Day through Labor Day with the major portion concentrated during the peak vacation months of July and August. The demographic groups that are most important to the business are families and young people ages 12 through 24.
The Combined Company also has partnered with Bowling Green State University to create the Six Flags Resort and Attraction Management program (formerly known as the Cedar Fair Resort and Attraction Management Program), a bachelor's degree program, which is housed in downtown Sandusky, Ohio in a facility jointly owned by the Combined Company and a third party developer.
The Company also has partnered with Bowling Green State University to create the Six Flags Resort and Attraction Management program (formerly known as the Cedar Fair Resort and Attraction Management Program), a bachelor's degree program, which is housed in downtown Sandusky, Ohio in a facility jointly owned by the Company and a third party developer.
Families are believed to be attracted by a combination of rides, live entertainment and the clean, wholesome atmosphere. Young guests are believed to be attracted by the action-packed rides. The Combined Company conducts active advertising campaigns in its major market areas geared toward these two groups.
Families are believed to be attracted by a combination of rides, live entertainment and the clean, wholesome atmosphere. Young guests are believed to be attracted by the action-packed rides. The Company conducts active advertising campaigns in its major market areas geared toward these two groups.
The Combined Company receives fees under the agreements during the design and development period for the parks, as well as ongoing remuneration after the parks open to the public as compensation for exclusivity, brand licensing rights, and design, development and management services. The agreements do not require the Combined Company to make any capital investments in the parks.
The Company receives fees under the agreements during the design and development period for the parks, as well as ongoing remuneration after the parks open to the public as compensation for exclusivity, brand licensing rights, and design, development and management services. The agreements do not require the Company to make any capital investments in the parks.
(5) Carowinds also features Camp Wilderness Resort, an upscale campground, and a SpringHill Suites by Marriott hotel located adjacent to the park entrance. The SpringHill Suites is a Marriott franchise operated by the Combined Company and is open year-round. (6) Kings Dominion also features Kings Dominion KOA Campground, an upscale campground.
(5) Carowinds also features Camp Wilderness Resort, an upscale campground, and a SpringHill Suites by Marriott hotel located adjacent to the park entrance. The SpringHill Suites is a Marriott franchise operated by the Company and is open year-round. (6) Kings Dominion also features Kings Dominion KOA Campground, an upscale campground.
The Combined Company is also subject to federal, state and local environmental laws and regulations such as those relating to water resources; discharges to air, water and land; the handling and disposal of solid and hazardous waste; and the cleanup of properties affected by regulated materials.
The Company is also subject to federal, state and local environmental laws and regulations such as those relating to water resources; discharges to air, water and land; the handling and disposal of solid and hazardous waste; and the cleanup of properties affected by regulated materials.
The Combined Company maintains training programs for new employees, including safety training specific to job responsibilities. The Combined Company participates in the J-1 Visa and H-2B Visa programs providing cultural and educational exchange opportunities for its employees.
The Company maintains training programs for new employees, including safety training specific to job responsibilities. The Company participates in the J-1 Visa and H-2B Visa programs providing cultural and educational exchange opportunities for its employees.
The Combined Company generates revenue from sales of admission to the amusement parks and water parks, from purchases of food, merchandise and games both inside and outside the parks, from the sale of accommodations and other extra-charge products, and other revenue sources.
The Company generates revenue from sales of admission to the amusement parks and water parks, from purchases of food, merchandise and games both inside and outside the parks, from the sale of accommodations and other extra-charge products, and other revenue sources.
DESCRIPTION OF THE PARKS Park Year Developed/Acquired Location Designated Operating Area and Rank* Cedar Point Cedar Point Shores (1) 1870 Sandusky, Ohio Cleveland (36) Detroit (14) Valleyfair 1978 Shakopee, Minnesota Minneapolis-St.
DESCRIPTION OF THE PARKS Park Year Developed/Acquired Location Designated Operating Area and Rank* Cedar Point Cedar Point Shores (1) 1870 Sandusky, Ohio Cleveland (37) Detroit (14) Valleyfair 1978 Shakopee, Minnesota Minneapolis-St.
Cedar Point's four hotels include: Hotel Breakers, Castaway Bay Indoor Waterpark Resort, Cedar Point's Express Hotel and Sawmill Creek Resort. (2) Worlds of Fun also features Worlds of Fun Village, an upscale campground. (3) Knott's Berry Farm also features the Knott's Hotel. (4) On June 27, 2022, Former Cedar Fair sold the land at California's Great America.
Cedar Point's four hotels include: Hotel Breakers, Castaway Bay Indoor Waterpark Resort, Cedar Point's Express Hotel and Sawmill Creek Resort. (2) Worlds of Fun also features Worlds of Fun Village, an upscale campground. (3) Knott's Berry Farm also features the Knott's Hotel. (4) In June 2022, Former Cedar Fair sold the land at California's Great America.
Paul (15) Dorney Park 1992 Allentown, Pennsylvania Philadelphia (9) New York (1) Worlds of Fun (2) 1995 Kansas City, Missouri Kansas City (34) Knott's Berry Farm Knott's Berry Farm Soak City (3) 1997 Buena Park, California Los Angeles (2) Michigan's Adventure 2001 Muskegon, Michigan Grand Rapids (69) California's Great America (4) 2006 Santa Clara, California San Jose (40) San Francisco (5) Sacramento (29) Canada's Wonderland 2006 Vaughan, Ontario, Canada N/A Carowinds (5) 2006 Charlotte, N.
Paul (15) Dorney Park 1992 Allentown, Pennsylvania Philadelphia (9) New York (1) Worlds of Fun (2) 1995 Kansas City, Missouri Kansas City (35) Knott's Berry Farm Knott's Berry Farm Soak City (3) 1997 Buena Park, California Los Angeles (2) Michigan's Adventure 2001 Muskegon, Michigan Grand Rapids (69) California's Great America (4) 2006 Santa Clara, California San Jose (39) San Francisco (6) Sacramento (30) Canada's Wonderland 2006 Vaughan, Ontario, Canada N/A Carowinds (5) 2006 Charlotte, N.
Hoffman serves as Chief Accounting Officer of the Company. Mr. Hoffman served as Senior Vice President and Chief Accounting Officer of Cedar Fair from 2012 until the consummation of the Mergers. Prior to that, he served as Vice President of Finance and Corporate Tax since 2010. He served as Vice President of Corporate Tax from 2006 through 2010.
Hoffman has served as Chief Accounting Officer of the Company since the completion of the Mergers. Prior to the Mergers, Mr. Hoffman served as Senior Vice President and Chief Accounting Officer of Cedar Fair from 2012 until the consummation of the Mergers. Prior to that, he served as Vice President of Finance and Corporate Tax since 2010.
Louis 2024 Eureka, Missouri St. Louis (24) Separately gated water parks are italicized. * Based on a 2024 survey of radio market population with designated market areas published by A.C. Nielsen Media Research. (1) Cedar Point also features four hotels, three marinas, an upscale campground, and the nearby Cedar Point Sports Center which features both indoor and outdoor sports facilities.
Louis 2024 Eureka, Missouri St. Louis (25) Separately gated water parks are italicized. * Based on a fall 2025 survey of radio market population with designated market areas published by The Nielsen Company. (1) Cedar Point also features four hotels, three marinas, an upscale campground, and the nearby Cedar Point Sports Center which features both indoor and outdoor sports facilities.
ITEM 1. BUSINESS. The Combined Company is North America's largest regional amusement park operator with 27 amusement parks, 15 separately gated water parks and nine resort properties. Of the 42 amusement and water parks, 38 are located in the United States, two are located in Mexico and two are located in Canada.
ITEM 1. BUSINESS. The Company is North America's largest regional amusement park operator with 26 amusement parks, 15 separately gated water parks and nine resort properties. Of the 41 amusement and water parks, 37 are located in the United States, two are located in Mexico and two are located in Canada.
Prior to joining Cedar Fair, he served as Chief Executive Officer of Village Roadshow Theme Parks International, an Australian-based theme park operator, since March 2017. Prior to this appointment with Village Roadshow Theme Parks International, Mr. Fisher served as Chief Executive Officer of Village Roadshow Theme Parks since 2009. Brian Nurse 53 Mr.
Fisher served as Chief Operating Officer of Cedar Fair since joining Cedar Fair in December 2017. Prior to joining Cedar Fair, he served as Chief Executive Officer of Village Roadshow Theme Parks International, an Australian-based theme park operator, since March 2017. Prior to this appointment with Village Roadshow Theme Parks International, Mr.
The contents of the website, including without limitation the ESG Strategy Report referenced above, shall not be deemed to be incorporated herein by reference. The SEC maintains an Internet site at http://www.sec.gov that contains the Combined Company's reports, proxy statements and other information. SUPPLEMENTAL ITEM. Information about Executive Officers Name Age Position(s) Richard Zimmerman 64 Mr.
The contents of the website, including without limitation any ESG Strategy Reports, shall not be deemed to be incorporated herein by reference. The SEC maintains an Internet site at http://www.sec.gov that contains the Company's reports, proxy statements and other information. SUPPLEMENTAL ITEM. Information about Executive Officers Name Age Position(s) John Reilly 57 Mr.
He later worked at Bain & Company where he advised Fortune 500 and private equity clients on strategy, M&A, merger integration and performance improvement. Mr. Dieckmann also served as Chief Strategy Officer at Liminal Space, an early-stage technology company in the immersive entertainment industry. 7 T able of Contents Name Age Position(s) David Hoffman 56 Mr.
He later worked at Bain & Company where he advised Fortune 500 and private equity clients on strategy, M&A, merger integration and performance improvement. Mr. Dieckmann also served as Chief Strategy Officer at Liminal Space, an early-stage technology company in the immersive entertainment industry. David Hoffman 57 Mr.
Management encourages a promote-from-within policy. 6 T able of Contents AVAILABLE INFORMATION Copies of this annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K and all amendments to those reports as filed or furnished with the SEC are available without charge upon written request to the Investor Relations Office or at investors.sixflags.com .
AVAILABLE INFORMATION Copies of this annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K and all amendments to those reports as filed or furnished with the SEC are available without charge upon written request to the Investor Relations Office or at investors.sixflags.com .
In addition, the Combined Company's seasonal workforce includes foreign employees under certain visa programs. The Combined Company may be unable to recruit and hire adequate personnel if these visa programs become unavailable. MAINTENANCE AND INSPECTION All rides are inspected daily by both maintenance and ride operations personnel before being placed into operation for guests.
The Company may be unable to recruit and hire adequate personnel if these visa programs become unavailable. MAINTENANCE AND INSPECTION All rides are inspected daily by both maintenance and ride operations personnel before being placed into operation for guests.
The Combined Company purchases rides and attractions, inventory, operating supplies, and services from a variety of suppliers both domestic and abroad. The Combined Company's operations are seasonal. In a typical year at Former Six Flags and Cedar Fair, approximately 70% of annual attendance and revenue occurred during the second and third quarters of each year.
The Company purchases rides and attractions, inventory, operating and maintenance supplies, and services from a variety of suppliers both domestic and abroad. The Company's operations are seasonal. In 2025, approximately 70% of annual attendance and revenue occurred during the second and third quarters.
Carolina and Fort Mill, S. Carolina Charlotte (20) Greensboro (47) Greenville (57) Kings Dominion (6) 2006 Doswell, Virginia Richmond (51) Norfolk (46) Baltimore (22) Washington, D.C.
Carolina and Fort Mill, S. Carolina Charlotte (20) Greensboro (48) Greenville (53) Kings Dominion (6) 2006 Doswell, Virginia Richmond (52) Norfolk (46) Baltimore (23) Washington, D.C.
The costs of investigation, remediation or removal of regulated materials may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair the ability to use, transfer or obtain financing with respect to the Combined Company's property.
The costs of investigation, remediation or removal of regulated materials may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair the ability to use, transfer or obtain financing with respect to the Company's property. Currently, management believes the Company is in substantial compliance with applicable requirements under these laws and regulations.
Witherow serves as the Chief Financial Officer of the Company. Prior to the Mergers, Mr. Witherow served as Executive Vice President and Chief Financial Officer of Cedar Fair since January 2012. Mr. Witherow began his career with public accounting firm Arthur Andersen. He left public accounting in 1995 to join Cedar Fair as Corporate Director of Investor Relations.
Brian Witherow 59 Mr. Witherow has served as the Chief Financial Officer of the Company since completion of the Mergers. Prior to the Mergers, Mr. Witherow served as Executive Vice President and Chief Financial Officer of Cedar Fair since January 2012. Mr. Witherow began his career with public accounting firm Arthur Andersen.
The bachelor's degree program prepares students for management careers at the Combined Company's parks or similar establishments.
The bachelor's degree program prepares students for management careers at the Company's parks or similar establishments. Management encourages a promote-from-within policy.
Prior to joining Cedar Fair, Mr. Hoffman served as a business advisor with Ernst & Young from 2002 through 2006. Ty Tastepe 62 Mr. Tastepe serves as Chief Digital and Technology Officer of the Company. Mr. Tastepe served as Chief Information Officer at Cedar Fair since 2021. Prior to joining Cedar Fair, Mr.
He served as Vice President of Corporate Tax from 2006 through 2010. Prior to joining Cedar Fair, Mr. Hoffman served as a business advisor with Ernst & Young from 2002 through 2006. Ty Tastepe 63 Mr. Tastepe has served as Chief Digital and Technology Officer of the Company since the completion of the Mergers. Prior to the Mergers, Mr.
He was promoted to Corporate Treasurer in 2004 and named Vice President and Corporate Controller the following year. Tim Fisher 65 Mr. Fisher serves as Chief Operating Officer of the Company. Prior to the Mergers, Mr. Fisher served as Chief Operating Officer of Cedar Fair since joining Cedar Fair in December 2017.
He left public accounting in 1995 to join Cedar Fair as Corporate Director of Investor Relations. He was promoted to Corporate Treasurer in 2004 and named Vice President and Corporate Controller the following year. Tim Fisher 66 Mr. Fisher has served as the Chief Operating Officer of the Company since completion of the Mergers. Prior to the Mergers, Mr.
Nurse serves as Chief Legal & Compliance Officer and Corporate Secretary of the Company. Mr. Nurse joined Cedar Fair as Executive Vice President, Chief Legal Officer and Secretary in November 2021. Prior to joining Cedar Fair, he served as Senior Vice President, General Counsel and Secretary for World Wrestling Entertainment, Inc.
Nurse served as Cedar Fair's Executive Vice President, Chief Legal Officer and Secretary since November 2021. Prior to joining Cedar Fair, he served as Senior Vice President, General Counsel and Secretary for World Wrestling Entertainment, Inc. (WWE) from September 2018 to November 2020. Prior to joining WWE, Mr.
The parks are also periodically inspected by the Combined Company's insurance carrier and inspected by either state or county ride-safety inspectors or hired third party inspectors that submit the third-party report to the respective state agencies.
The parks are also periodically inspected by the Company's insurance carrier and inspected by either state or county ride-safety inspectors or hired third party inspectors that submit the third-party report to the respective state agencies. Additionally, all parks have added ride maintenance and operation inspections completed by third party qualified inspectors to make sure the Company's standards are being maintained.
The Combined Company acquires rides, attractions, inventory, and supplies from foreign countries. Changes in import tariffs and trade policies may result in increased costs and potential market disruptions that could result in the inability to acquire certain goods timely or at all. Many of the Combined Company's rides and attractions require specialized manufacturing.
Changes in import tariffs and trade policies have resulted and may continue to result in increased costs. Potential market disruptions could result in the inability to acquire certain goods timely or at all. Many of the Company's rides and attractions require specialized manufacturing. In addition, the Company's seasonal workforce includes foreign employees under certain visa programs.
Dieckmann served as Cedar Fair’s Chief Strategy Officer from 2023 and joined Cedar Fair in 2014 in a role focused on strategic growth, business development and innovation.
Dieckmann has served as Chief Commercial Officer of the Company since May 2025. Mr. Dieckmann has also served as Chief Strategy Officer of the Company and Cedar Fair from 2023 to April 2025. Mr. Dieckmann joined Cedar Fair in 2014 in a role focused on strategic growth, business development and innovation.
Currently, management believes the Combined Company is in substantial compliance with applicable requirements under these laws and regulations. However, such requirements have generally become stricter over time, and there can be no assurance that new requirements, changes in enforcement policies or newly discovered conditions relating to the parks or operations will not require significant expenditures in the future.
However, such requirements have generally become stricter over time, and there can be no assurance that new requirements, changes in enforcement policies or newly discovered conditions relating to the parks or operations will not require significant expenditures in the future. The Company acquires rides, attractions, inventory, and supplies from foreign countries.
Under these laws and regulations, the Combined Company may be required to 5 T able of Contents investigate and clean up hazardous or toxic substances or chemical releases from current or formerly owned or operated facilities or to mitigate potential environmental risks.
Under these laws and regulations, the Company may be required to investigate and clean up hazardous or toxic substances or chemical releases from current or formerly owned or operated facilities or to mitigate potential environmental risks. Environmental laws typically impose cleanup responsibility and liability without regard to whether the relevant entity knew of or caused the presence of the contaminants.
The Combined Company is subject to extensive federal and state employment laws and regulations, including wage and hour laws and other pay practices and employee record-keeping requirements. The Combined Company may be required to incur costs to comply with these requirements, and the costs of compliance, investigation, remediation, litigation, and resolution of regulatory matters could be substantial.
The Company may be required to incur costs to comply with these requirements, and the costs of compliance, investigation, remediation, litigation, and resolution of regulatory matters could be substantial.
The Combined Company's parks feature a variety of high-quality rides, attractions and restaurants with a family atmosphere to make them highly competitive with other parks and forms of entertainment. MARKETING AND PROMOTION The Combined Company attracts its guests through multichannel marketing and promotional programs at each of the parks, which are designed to increase market penetration.
The Company's parks feature a variety of high-quality rides, attractions and restaurants with a family atmosphere to make them highly competitive with other parks and forms of entertainment.
This results in the development of strategic alliances with mutually beneficial advertising programs. LICENSES The Combined Company holds exclusive long-term theme park usage rights in the U.S. (except for the Las Vegas metropolitan area and the state of Florida), Canada and Mexico to certain Warner Bros. and DC Comics animated characters.
(except for the Las Vegas metropolitan area and the state of Florida), Canada and Mexico to certain Warner Bros. and DC Comics animated characters. The Company also has exclusive amusement and water park usage rights in the U.S. and Canada to the Peanuts comic strip characters.
(10) Six Flags Great Adventure also features Savannah Sunset Resort & Spa, an upscale campground with spa services. (11) Six Flags Great Escape Resort also features Six Flags Great Escape Lodge & Indoor Water Park. 4 T able of Contents (12) Six Flags Over Georgia, including Six Flags White Water Atlanta, and Six Flags Over Texas are not wholly owned.
(11) Six Flags Great Escape Resort also features Six Flags Great Escape Lodge & Indoor Water Park. 4 Table of Contents (12) Six Flags Over Georgia, including Six Flags White Water Atlanta, and Six Flags Over Texas are not wholly owned (see Note 7 to the accompanying consolidated financial statements).
The Combined Company also has exclusive amusement and water park usage rights in the U.S. and Canada to the Peanuts comic strip characters. These license agreements require annual license fees and royalty fees on inventory sold that uses the licensed characters, which are subject to periodic scheduled adjustments, including CPI increases in some cases.
These license agreements require annual license fees and royalty fees on inventory sold that uses the licensed characters, which are subject to periodic scheduled adjustments, including CPI increases in some cases. The license agreements also include rights of the counterparty to terminate the agreements under certain circumstances. The Company also owns the internationally recognized "Six Flags" brand name.
COMPETITION The Combined Company competes for discretionary spending with all aspects of the recreation industry within its primary market areas, including other destination and regional amusement parks. The Combined Company also competes with other forms of entertainment and recreational activities, including movies, sporting events, restaurants, vacation travel and family entertainment centers.
The Company also competes with other forms of entertainment and recreational activities, including movies, sporting events, restaurants, vacation travel and family entertainment centers.
Prior to that, he was Senior Legal Counsel for North American beverage/soft drink brands at PepsiCo, Inc., a multinational food, snack and beverage corporation, from 2003 to 2012. Christian Dieckmann 47 Mr. Dieckmann serves as Chief Strategy Officer of the Company. Mr.
Nurse served as Vice President, Associate General Counsel and Secretary at Nestle Waters North America, Inc., a former division of Nestle S.A., from 2012 to 2018. Prior to that, he was Senior Legal Counsel for North American beverage/soft drink brands at PepsiCo, Inc. from 2003 to 2012. Christian Dieckmann 48 Mr.
Tastepe served for over two years as Senior Vice President, Chief Information and Digital Officer for Altar’d State, a women's clothing retailer. Prior to that, Mr. Tastepe spent nearly two decades delivering large-scale digital transformation programs at global entertainment and hospitality brands such as Universal Parks and Resorts, Hilton Worldwide, and Walt Disney Parks and Resorts.
Tastepe served as Chief Information Officer at Cedar Fair since 2021. Prior to joining Cedar Fair, Mr. Tastepe served for over two years as Senior Vice President, Chief Information and Digital Officer for Altar’d State, a women's clothing retailer. Prior to that, Mr.
The Combined Company's U.S. parks serve each of the top 10 designated market areas, as determined by a survey of television households within designated market areas published by A.C. Nielsen Media Research in spring 2024.
The Company's U.S. parks are located in geographically diverse markets across the country and serve each of the top 10 designated market areas, as determined by a survey of radio markets published by The Nielsen Company in fall 2025.
Capital expenditures are planned on a seasonal basis with most expenditures made prior to the beginning of the peak operating season.
CAPITAL EXPENDITURES The Company believes annual park attendance is influenced by annual investments in the parks, including new attractions and infrastructure, among other factors. Capital expenditures are planned on a seasonal basis with most expenditures made prior to the beginning of the peak operating season.
Prior to the Mergers, Former Cedar Fair established an enterprise-wide ESG framework which includes the prioritization of five key strategic pillars: Safety, Associate Happiness, Community, Environment, and Operations and Governance. As part of the Safety pillar, the Cedar Fair Safety Model was established, which enhances the Company's longstanding commitment to workplace safety.
Former Cedar Fair adopted an enterprise-wide Environmental, Social 6 Table of Contents and Governance framework, which included the prioritization of five key strategic pillars: Safety, Associate Happiness, Community, Environment, and Operations and Governance.
The Cedar Fair Safety Model emphasizes employee accountability for safety, conducting safety risk assessments, implementing best practices, training, credentialing safety employees, and assessing mitigation tactics. The safety initiatives have been advanced by focusing on better data systems, improving existing safety training, and launching the Safety Grants Initiative, which is a supplemental source of funding to encourage innovation in safety.
The safety initiatives were advanced by focusing on better data systems, improving existing safety training, and launching the Safety Grants Initiative, which was a supplemental source of funding to encourage innovation in safety. As part of the Associate Happiness pillar, the Associate Happiness Model was established, which frames the efforts to provide a positive employee experience.
The Combined Company's employee guidelines and policies are founded on its cornerstones of safety, service and cleanliness and its core values of integrity, courtesy and inclusiveness. Management's highest priority continues to be the safety and well-being of all guests and employees. The Combined Company is committed to equal opportunity employment and prohibits harassment or discrimination of any kind.
Management's highest priority continues to be the safety and well-being of all guests and employees. The Company is committed to equal opportunity employment and prohibits harassment or discrimination of any kind. Management has adopted an open door policy to encourage an honest employer-employee relationship, which includes a confidential hotline available to all employees.
These programs are tailored to the unique characteristics of each market and to maximize the impact of specific park attractions and product introductions. Marketing and promotional programs are updated each season. The Combined Company also seeks to develop long-term corporate sponsorships and co-marketing relationships with well-known national and regional brands that align with its values and strategy.
MARKETING AND PROMOTION The Company attracts its guests through multichannel marketing and promotional programs at each of the parks, which are designed to increase market penetration. These programs are tailored to the unique characteristics of each market and to maximize the impact of specific park attractions and product introductions. Marketing and promotional programs are updated each season.
The license agreements also include rights of the counterparty to terminate the agreements under certain circumstances. GOVERNMENT REGULATION The Combined Company's operations are subject to regulatory requirements, such as those relating to employment practices, environmental requirements, and other regulatory matters.
GOVERNMENT REGULATION The Company's operations are subject to regulatory requirements, such as those relating to employment practices, environmental requirements, and other regulatory matters. The Company is subject to extensive federal and state employment laws and regulations, including wage and hour laws and other pay practices and employee record-keeping requirements.
As part of the Associate Happiness pillar, the Associate Happiness Model was established, which frames the efforts to provide a positive employee experience using the components of authenticity, diversity, equity and inclusion. The Associate Happiness initiatives have been advanced by launching a series of new awards and recognitions, launching and streamlining training programs, and implementing an awareness month program.
The Associate Happiness initiatives were advanced by launching a series of new awards and recognitions, launching and streamlining training programs, and implementing an awareness month program. The Company is currently in the process of integrating, evaluating, and where necessary, implementing changes to its employee guidelines and policies.
Some seasonal employees are housed in owned dormitories at Cedar Point, Kings Island, Carowinds, Kings Dominion and Valleyfair. From time-to-time, rented dormitories are also utilized at both Former Cedar Fair and Former Six Flags parks. As of December 31, 2024, approximately 2,275 of employees were represented by labor unions. Management believes it maintains good relations with its employees.
In 2025, the Company employed approximately 91,000 seasonal and part-time employees, many of whom are high school and college students. Some seasonal employees are housed in owned dormitories at Cedar Point, Kings Island, Carowinds, Kings Dominion, Valleyfair, Six Flags Great Adventure, Six Flags Darien Lake and Six Flags Great Escape Resort. From time-to-time, rented dormitories are also utilized.
Zimmerman serves as the President and Chief Executive Officer of the Company. Prior to the Mergers, Mr. Zimmerman most recently served as the President and Chief Executive Officer of Cedar Fair since January 2018 and a member of the board of directors of Cedar Fair since April 2019. Prior to becoming Chief Executive Officer, Mr.
Reilly has served as the President and Chief Executive Officer of the Company since December 2025. He most recently served as Chief Executive Officer of Palace Entertainment U.S. and Group Chief Operating Officer of Parques Reunidos Servicios Centrales, S.A. from 2019 to 2025. Prior to Parques Reunidos, Mr.
This represents a reduction of approximately 3% compared to the combined number of full-time employees at Former Cedar Fair and Former Six Flags as of December 31, 2023. Throughout 2024, Former Cedar Fair, Former Six Flags and the Combined Company employed approximately 93,000 seasonal and part-time employees, many of whom are high school and college students.
HUMAN CAPITAL As of December 31, 2025, the Company employed approximately 4,225 full-time employees. This represents a reduction of approximately 15% compared to the combined number of full-time employees as of December 31, 2024 as a result of recent post-merger productivity and efficiency efforts.
From 2001 to 2011, Mr. Tastepe held technology leadership roles at Disney Parks that included worldwide sales and travel operations, revenue management and marketing. Monica Sauls 45 Ms. Sauls serves as Chief Human Resources, People & Culture Officer of the Company. Ms. Sauls joined Cedar Fair as Senior Vice President and Chief Human Resources Officer in March 2023.
Tastepe spent nearly two decades delivering large-scale digital transformation programs at global entertainment and hospitality brands such as Universal Parks and Resorts, Hilton Worldwide, and Walt Disney Parks and Resorts. From 2001 to 2011, Mr. Tastepe held technology leadership roles at Disney Parks that included worldwide sales and travel operations, revenue management and marketing.
Removed
(8) Kings Island 2006 Mason, Ohio Cincinnati (33) Columbus (37) Louisville (58) Indianapolis (38) Schlitterbahn Waterpark and Resort New Braunfels (7) 2019 New Braunfels, Texas San Antonio (25) Austin (28) Schlitterbahn Waterpark Galveston 2019 Galveston, Texas Houston (6) Frontier City Six Flags Hurricane Harbor Oklahoma City 2024 Oklahoma City, Oklahoma Oklahoma City (49) La Ronde 2024 Montreal, Quebec, Canada N/A Six Flags America 2024 Bowie, Maryland Washington, D.C.
Added
(10) Six Flags Great Adventure also features Savannah Sunset Resort & Spa, an upscale campground with spa services.
Removed
See Note 7 for further information. The Combined Company has also entered into international agreements to assist a third party in the planning, design, development and operation of a Six Flags-branded amusement park and water park in Saudi Arabia to be named Six Flags Qiddiya City and Aquarabia Water Theme Park, respectively.
Added
In December 2024, the Company elected to purchase all of the outstanding limited partnership interests in Six Flags Over Georgia and White Water Atlanta, which purchase is expected to be completed in January 2027. In December 2025, the Company elected not to purchase all of the outstanding limited partnership interests in Six Flags Over Texas.
Removed
As of the date of this Form 10-K filing, the Saudi Arabia parks are expected to open in late 2025. CAPITAL EXPENDITURES The Combined Company believes annual park attendance is influenced by annual investments in the parks, including new attractions and infrastructure, among other factors.
Added
Following the expiration of the Company's option in January 2028, Six Flags Over Texas may be sold with the proceeds applied to redeem the outstanding interests. Alternatively, the remaining units could be put by the unitholders to the Company or the agreement may be extended or amended with new terms.
Removed
Environmental laws typically impose cleanup responsibility and liability without regard to whether the relevant entity knew of or caused the presence of the contaminants.
Added
The Company also owns a combination amusement and water park located in Bowie, Maryland. The property closed following the end of the 2025 operating season and is being marketed for redevelopment as part of the Company's ongoing portfolio optimization efforts.
Removed
Additionally, all parks have added ride maintenance and operation inspections completed by third party qualified inspectors to make sure the Combined Company's standards are being maintained. HUMAN CAPITAL As of December 31, 2024, the Combined Company employed approximately 5,000 full-time employees.
Added
The Company has engaged CBRE, a global leader in commercial real estate services and investments, to market the property for sale. The Company also manages Six Flags Qiddiya City in Saudi Arabia and is working with a third party to develop an adjacent water park, Aquarabia Qiddiya City.
Removed
Management has adopted an open door policy to encourage an honest employer-employee relationship, which includes a confidential hotline available to all employees. As part of its core values, Former Cedar Fair published two Environmental, Social and Governance ("ESG") Strategy Reports, with the most recent report issued in 2023.
Added
The properties require continuous maintenance and capital expenditures with an expected required minimum annual maintenance and infrastructure capital expenditure of approximately $125 million to $150 million. COMPETITION The Company competes for discretionary spending with all aspects of the recreation industry within its primary market areas, including other destination and regional amusement parks.
Removed
Zimmerman served as President and Chief Operating Officer of Cedar Fair from October 2016 to December 2017 and served as Chief Operating Officer of Cedar Fair from October 2011 to October 2016. Prior to that, he was appointed as Executive Vice President of Cedar Fair in November 2010 and as Regional Vice President of Cedar Fair in June 2007.
Added
Regional amusement parks, particularly during periods of economic weakness, provide an attractive and more affordable alternative to large destination parks that rely on visitors from across the nation and the world and other out-of-home entertainment options. Guests typically travel a shorter distance to the Company's parks than the distance required to travel to a destination park.
Removed
He has been with Cedar Fair since 2006, when it acquired Kings Dominion. Mr. Zimmerman was Vice President and general manager of Kings Dominion from 1998 through 2006. Selim Bassoul 68 Mr. Bassoul serves as the Executive Chairman of the Board. Prior to the Mergers, Mr.
Added
Furthermore, developing new parks is resource intensive, given a limited supply of real estate appropriate for amusement park development, substantial capital investment requirements, long development lead-time, and zoning restrictions. The Company believes it would take several years to plan and construct a new regional amusement park comparable to the Company's parks.
Removed
Bassoul served as President and Chief Executive Officer of Former Six Flags since November 2021 and was the Chairman of the board of directors of Former Six Flags from February 2021 to November 2021. Mr.
Added
The Company also seeks to develop long-term corporate sponsorships and co-marketing relationships with well-known national and regional brands that align with its values and strategy. This results in the development of strategic alliances with mutually beneficial advertising programs. 5 Table of Contents LICENSES The Company holds exclusive long-term theme park usage rights in the U.S.
Removed
Bassoul served as President and Chief Executive Officer, and Chairman of The Middleby Corporation, a manufacturer of food service and processing equipment, from 2001 to 2019. Mr. Bassoul previously served on the boards of Diversey Holdings, Ltd. as a director and non-executive chairman, 1847 Goedeker Corporation, Confluence Outdoor, Piper Aircraft, Inc., and Scientific Protein Laboratories LLC. Brian Witherow 58 Mr.
Added
To capitalize on this name recognition, 24 of the parks are branded as "Six Flags" or "Hurricane Harbor" parks, including Six Flags Qiddiya City. The Company also owns regional brand names, including "Cedar Point", "Knott's Berry Farm", "Kings Island" and "Canada's Wonderland".
Removed
(WWE), an integrated media and entertainment company, from September 2018 to November 2020. Prior to joining WWE, Mr. Nurse served as Vice President, Associate General Counsel and Secretary at Nestle Waters North America, Inc., a former division of Nestle S.A. which is a multinational food and drink corporation, from 2012 to 2018.
Added
As of December 31, 2025, approximately 1,950 of employees were represented by labor unions. Management believes it maintains good relations with its employees. The Company's employee guidelines and policies are founded on its cornerstones of safety, service and cleanliness and its core values of integrity, courtesy and inclusiveness.
Removed
Prior to joining Cedar Fair, she served as Senior Vice President and Chief People Officer of Bojangles, a regional chain of fast-food restaurants, from 2020 through March 2023. Prior to that, Ms. Sauls served as Senior Human Resources Strategic Business Solutions Leader for Duke Energy, an electric power and natural gas holding company, from 2018 to 2020.
Added
As part of the Safety pillar, the Company emphasized employee accountability for safety, conducting safety risk assessments, implementing best practices, training, credentialing safety employees, and assessing mitigation tactics.
Removed
From 2014 to 2018, she served as Senior Executive and Leadership Development Director for Boeing, a global aerospace company and manufacturer. From 2009 to 2014, she served as Human Resources and Talent Management Manager for Walgreens, a national pharmacy store chain. Robert White 65 Mr. White serves as Chief Commercial Officer of the Company. Mr.
Added
The Company employs a significant workforce each season and seeks to manage seasonal wages and the timing of the hiring process to ensure the appropriate workforce is in place for peak and low seasons. The Company recruits year-round both domestically and internationally to fill thousands of staffing positions to ensure the appropriate workforce is in place at the right time.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

135 edited+19 added−10 removed26 unchanged
Biggest changePotential difficulties that the Combined Company may encounter as part of the integration process include the following: • the inability to successfully combine the businesses of Former Six Flags and Former Cedar Fair in a manner that permits the Combined Company to achieve, on a timely basis, or at all, the enhanced growth opportunities and cost savings and other benefits anticipated to result from the Mergers; • complexities associated with managing the combined businesses, including difficulty addressing possible differences in operational philosophies and the challenge of integrating complex systems, technology, networks and other assets of each of the companies in a seamless manner that minimizes any adverse impact on guests, employees, suppliers, concessionaires, other third-party business partners and other constituencies; • difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from combining the businesses of Former Six Flags and Former Cedar Fair in the highly competitive out-of-home entertainment industry; • difficulties in the integration of operations, standards, systems, controls, procedures and/or personnel; • difficulties in managing the expanded operations of a larger and more complex company, including continuing to retain and attract guests to the Combined Company’s amusement and water parks; • the disruption of, or the loss of momentum in, ongoing businesses; • the assumption of contractual obligations with less favorable or more restrictive terms; and • potential unknown liabilities and unforeseen increased expenses resulting from the Mergers.
Biggest changePotential difficulties that the Company has encountered, and may continue to encounter as part of the ongoing integration process include the following: • the inability to successfully combine the businesses of Former Six Flags and Former Cedar Fair in a manner that permits the Company to achieve, on a timely basis, or at all, the enhanced growth opportunities and cost savings and other benefits anticipated to result from the Mergers; • complexities associated with managing the combined businesses, including difficulty addressing possible differences in operational philosophies and the challenge of integrating complex systems, technology, networks and other assets of each of the companies in a seamless manner that minimizes any adverse impact on guests, employees, suppliers, concessionaires, other third-party business partners and other constituencies; • difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from combining the businesses of Former Six Flags and Former Cedar Fair in the highly competitive out-of-home entertainment industry; • difficulties in the integration of strategy, operations, standards, systems, controls, procedures and/or personnel; • difficulties in managing the expanded operations of a larger and more complex company, including continuing to retain and attract guests to the Company’s amusement and water parks; • the disruption of, or the loss of momentum in, ongoing businesses; • the assumption of contractual obligations with less favorable or more restrictive terms; • higher capital expenditures than anticipated, which could result in the Company's need to raise additional capital for its operations; and • potential unknown liabilities and unforeseen increased expenses resulting from the Mergers. 8 Table of Contents Any of these ongoing issues could adversely affect the Company’s ability to maintain relationships with guests, employees, suppliers, concessionaires, vendors, other third-party business partners and other constituencies or achieve the anticipated benefits of the Mergers, or could adversely affect the Company’s results of operation or cash flows, decrease or delay any accretive effect of the transactions and negatively impact the price of the Company’s common stock.
The Combined Company’s certificate of incorporation provides that, unless the Combined Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Combined Company, (ii) any action asserting a claim for a breach of a fiduciary duty owed by any director, officer, employee, or agent of the Combined Company or its shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law (“DGCL”) or the Combined Company’s organizational documents, (iv) any action asserting a claim governed by the internal affairs doctrine or (v) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL.
The Company’s certificate of incorporation provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim for a breach of a fiduciary duty owed by any director, officer, employee, or agent of the Company or its shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law (“DGCL”) or the Company’s organizational documents, (iv) any action asserting a claim governed by the internal affairs doctrine or (v) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL.
The Combined Company's credit agreement and the indentures governing its notes contain, and any future indebtedness will likely contain, a number of covenants that could impose significant financial restrictions, including restrictions on the ability to, among other things: • pay dividends in respect of the Combined Company’s common stock or make other restricted payments, including stock repurchases; • incur additional debt or issue certain preferred equity; • make certain investments; • sell certain assets; • create restrictions on distributions from restricted subsidiaries; • create liens on certain assets to secure debt; • consolidate, merge, amalgamate, sell or otherwise dispose of all or substantially all of the Combined Company's assets; • enter into certain transactions with affiliates; and • designate subsidiaries as unrestricted subsidiaries.
The Company's credit agreement and the indentures governing its notes contain, and any future indebtedness will likely contain, a number of covenants that could impose significant financial restrictions, including restrictions on the ability to, among other things: • pay dividends in respect of the Company’s common stock or make other restricted payments, including stock repurchases; • incur additional debt or issue certain preferred equity; • make certain investments; • sell certain assets; • create restrictions on distributions from restricted subsidiaries; • create liens on certain assets to secure debt; • consolidate, merge, amalgamate, sell or otherwise dispose of all or substantially all of the Company's assets; • enter into certain transactions with affiliates; and • designate subsidiaries as unrestricted subsidiaries.
Any failure, or perceived failure, by the Combined Company to comply with its posted privacy policies or with any regulatory requirements or orders or other privacy or consumer protection-related laws and regulations, including the CCPA, could result in proceedings or actions against the Combined Company by governmental entities or others (e.g., class action privacy litigation), subject the Combined Company to significant penalties and negative publicity, require the Combined Company to change its business practices, increase its costs and adversely affect the business.
Any failure, or perceived failure, by the Company to comply with its posted privacy policies or with any regulatory requirements or orders or other privacy or consumer protection-related laws and regulations, including the CCPA, could result in proceedings or actions against the Company by governmental entities or others (e.g., class action privacy litigation), subject the Company to significant penalties and negative publicity, require the Company to change its business practices, increase its costs and adversely affect the business.
Alternatively, if a court were to find the choice of forum provisions inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, the Combined Company may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition, prospects or results of operations.
Alternatively, if a court were to find the choice of forum provisions inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, the Company may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition, prospects or results of operations.
The Combined Company cannot provide assurance that its liquidity would be sufficient to repay or refinance such indebtedness if it was accelerated upon an event of default. Changes in the Combined Company's credit ratings could adversely affect the price of its common stock. The Combined Company receives debt ratings from the major credit rating agencies in the United States.
The Company cannot provide assurance that its liquidity would be sufficient to repay or refinance such indebtedness if it was accelerated upon an event of default. Changes in the Company's credit ratings could adversely affect the price of its common stock. The Company receives debt ratings from the major credit rating agencies in the United States.
The Combined Company’s certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by its shareholders, which could limit shareholders’ ability to obtain a favorable judicial forum for disputes with the Combined Company or its directors, officers or other employees.
The Company’s certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by its shareholders, which could limit shareholders’ ability to obtain a favorable judicial forum for disputes with the Company or its directors, officers or other employees.
The duration and severity of a pandemic and the related restrictions at any one location could result in a potentially disproportionate amount of risk if concentrated amongst the Combined Company's largest properties. Extended disruptions to technology platforms may adversely impact sales and revenues. A large portion of the Combined Company's sales are processed online and utilize third party technology platforms.
The duration and severity of a pandemic and the related restrictions at any one location could result in a potentially disproportionate amount of risk if concentrated amongst the Company's largest properties. Extended disruptions to technology platforms may adversely impact sales and revenues. A large portion of the Company's sales are processed online and utilize third party technology platforms.
In the normal course of business, the Combined Company, or third parties on its behalf, collects and retains large volumes of internal and customer data, including credit card numbers and other personally identifiable information, which is used for marketing and promotional purposes, and various information technology systems enter, process, summarize and report such data.
In the normal course of business, the Company, or third parties on its behalf, collects and retains large volumes of internal and customer data, including credit card numbers and other personally identifiable information, which is used for marketing and promotional purposes, and various information technology systems enter, process, summarize and report such data.
Even if the Combined Company is fully compliant with legal standards and contractual or other requirements, it still may not be able to prevent security breaches involving sensitive data. The Combined Company requires certain of its third party service providers to have programs in place to detect, contain and respond to data security incidents.
Even if the Company is fully compliant with legal standards and contractual or other requirements, it still may not be able to prevent security breaches involving sensitive data. The Company requires certain of its third party service providers to have programs in place to detect, contain and respond to data security incidents.
Furthermore, natural disasters such as fires, earthquakes or hurricanes may interrupt or impede access to affected properties or require evacuations and may cause attendance at affected properties to decrease for an indefinite period. The occurrence of such events could have a material adverse effect on the Combined Company's business, financial condition or results of operations.
Furthermore, natural disasters such as fires, earthquakes or hurricanes may interrupt or impede access to affected properties or require evacuations and may cause attendance at affected properties to decrease for an indefinite period. The occurrence of such events could have a material adverse effect on the Company's business, financial condition or results of operations.
Changes in exchange rates for foreign currencies could also reduce international demand for the Combined Company's products, increase its labor and supply costs in non-U.S. markets, reduce the U.S. dollar value of revenue earned in other markets, and expose the Combined Company to translation risk associated with converting foreign subsidiary financial statements to the Combined Company's currency.
Changes in exchange rates for foreign currencies could also reduce international demand for the Company's products, increase its labor and supply costs in non-U.S. markets, reduce the U.S. dollar value of revenue earned in other markets, and expose the Company to translation risk associated with converting foreign subsidiary financial statements to the Company's currency.
Factors that will be important to the success of international agreement initiatives are different than those affecting existing parks. Tastes naturally vary by region, and consumers in new international markets into which the Combined Company expands its brand may not embrace the parks’ offerings to the same extent as consumers in existing markets.
Factors that will be important to the success of international agreement initiatives are different than those affecting existing parks. Tastes naturally vary by region, and consumers in new international markets into which the Company expands its brand may not embrace the parks’ offerings to the same extent as consumers in existing markets.
The integrity and protection of such data is critical to the business, and guests and employees have a high expectation that the Combined Company will adequately protect their personal information. The regulatory environment, as well as the requirements imposed by the credit card industry, governing information, security and privacy laws is increasingly demanding and continues to evolve.
The integrity and protection of such data is critical to the business, and guests and employees have a high expectation that the Company will adequately protect their personal information. The regulatory environment, as well as the requirements imposed by the credit card industry, governing information, security and privacy laws is increasingly demanding and continues to evolve.
In addition, since some of the parks are near major urban areas and appeal to teenagers and young adults, there may be disturbances at one or more parks that could negatively affect the Combined Company's reputation or brand. This may result in a decrease in attendance at the affected parks and could adversely impact the Combined Company's results of operations.
In addition, since some of the parks are near major urban areas and appeal to teenagers and young adults, there may be disturbances at one or more parks that could negatively affect the Company's reputation or brand. This may result in a decrease in attendance at the affected parks and could adversely impact the Company's results of operations.
If cash flows and capital resources are insufficient to service indebtedness, the Combined Company may be forced to reduce or delay capital expenditures, suspend or refrain from declaring dividends, sell assets, seek additional capital or restructure or refinance indebtedness. These alternative measures may not be successful and may not permit the Combined Company to meet its scheduled debt service obligations.
If cash flows and capital resources are insufficient to service indebtedness, the Company may be forced to reduce or delay capital expenditures, suspend or refrain from declaring dividends, sell assets, seek additional capital or restructure or refinance indebtedness. These alternative measures may not be successful and may not permit the Company to meet its scheduled debt service obligations.
The ability to restructure or refinance debt in the future will depend on the condition of the capital and credit markets and the Combined Company's financial condition at such time. Any refinancing of debt could be at higher interest rates and may require compliance with more onerous covenants, which could further restrict business operations.
The ability to restructure or refinance debt in the future will depend on the condition of the capital and credit markets and the Company's financial condition at such time. Any refinancing of debt could be at higher interest rates and may require compliance with more onerous covenants, which could further restrict business operations.
In addition, the terms of existing or future debt agreements may restrict the Combined Company from adopting some of these alternatives. In the absence of sufficient operating results and resources, the Combined Company could face substantial liquidity problems and might be required to dispose of material assets or operations to meet its debt service and other obligations.
In addition, the terms of existing or future debt agreements may restrict the Company from adopting some of these alternatives. In the absence of sufficient operating results and resources, the Company could face substantial liquidity problems and might be required to dispose of material assets or operations to meet its debt service and other obligations.
Risks Related to the Business Instability in economic conditions could impact the business, including its results of operations and financial condition. Uncertain or deteriorating economic conditions, including during inflationary and recessionary periods, may adversely impact attendance figures and guest spending patterns at the Combined Company's parks (the "parks") as uncertain economic conditions affect guests’ levels of discretionary spending.
Risks Related to the Business Instability in economic conditions could impact the business, including its results of operations and financial condition. Uncertain or deteriorating economic conditions, including during inflationary and recessionary periods, may adversely impact attendance figures and guest spending patterns at the Company's parks (the "parks") as uncertain economic conditions affect guests’ levels of discretionary spending.
The Combined Company also has exclusive amusement and water park usage rights in the U.S. and Canada to the Peanuts comic strip characters. These license fees are subject to periodic scheduled adjustments, including CPI increases in some cases. The license agreements also include rights of the counterparty to terminate the agreements under certain circumstances.
The Company also has exclusive amusement and water park usage rights in the U.S. and Canada to the Peanuts comic strip characters. These license fees are subject to periodic scheduled adjustments, including CPI increases in some cases. The license agreements also include rights of the counterparty to terminate the agreements under certain circumstances.
If these dividends and other distributions are not sufficient for the Combined Company to meets its financial obligations, or not available to the Combined Company due to restrictions in the instruments governing its indebtedness, it could cause the Combined Company to default on its debt obligations, which would impair liquidity and adversely affect the Combined Company's financial condition and business.
If these dividends and other distributions are not sufficient for the Company to meets its financial obligations, or not available to the Company due to restrictions in the instruments governing its indebtedness, it could cause the Company to default on its debt obligations, which would impair liquidity and adversely affect the Company's financial condition and business.
Natural disasters, other effects of climate change, public heath crises, epidemics, pandemics, terrorist activities, power outages or other events outside the control of the Combined Company could disrupt its operations, impair critical systems, damage its properties or reduce attendance at the parks or require temporary park closures.
Natural disasters, other effects of climate change, public heath crises, epidemics, pandemics, terrorist activities, power outages or other events outside the control of the Company could disrupt its operations, impair critical systems, damage its properties or reduce attendance at the parks or require temporary park closures.
The Combined Company may be unable to prevent the misappropriation, infringement or violation of intellectual property rights, breach of any contractual obligations, or independent development of intellectual property that is similar to its own, any of which could reduce or eliminate any competitive advantage, adversely affect revenues or otherwise harm the business.
The Company may be unable to prevent the misappropriation, infringement or violation of intellectual property rights, breach of any contractual obligations, or independent development of intellectual property that is similar to its own, any of which could reduce or eliminate any competitive advantage, adversely affect revenues or otherwise harm the business.
If interest rates continue to increase, annual debt service obligations on any variable-rate indebtedness would increase even though the amount borrowed remained the same, and net income would decrease. Declaration, payment and amounts of dividends, if any, distributed to shareholders of the Combined Company will be uncertain.
If interest rates continue to increase, annual debt service obligations on any variable-rate indebtedness would increase even though the amount borrowed remained the same, and net income would decrease. Declaration, payment and amounts of dividends, if any, distributed to shareholders of the Company will be uncertain.
In addition, the Combined Company may not be able to generate sufficient cash flow from operations, or be able to draw under its revolving credit facility or otherwise, in an amount sufficient to fund liquidity needs, including the payment of principal and interest on debt obligations.
In addition, the Company may not be able to generate sufficient cash flow from operations, or be able to draw under its revolving credit facility or otherwise, in an amount sufficient to fund liquidity needs, including the payment of principal and interest on debt obligations.
To protect intellectual property rights, the Combined Company relies upon a combination of trademark, trade secret and unfair competition laws of the United States and other countries, as well as contract provisions and third party policies and procedures governing internet/domain name registrations.
To protect intellectual property rights, the Company relies upon a combination of trademark, trade secret and unfair competition laws of the United States and other countries, as well as contract provisions and third party policies and procedures governing internet/domain name registrations.
Risks Related to Indebtedness and Common Stock The Combined Company's amount of indebtedness could adversely affect its ability to raise additional capital to fund its operations, limit its ability to react to changes in the economy or its industry and prevent the Combined Company from fulfilling its obligations under its debt agreements.
Risks Related to Indebtedness and Common Stock The Company's amount of indebtedness could adversely affect its ability to raise additional capital to fund its operations, limit its ability to react to changes in the economy or its industry and prevent the Company from fulfilling its obligations under its debt agreements.
Data collection, privacy and security have become the subject of increasing public concern. If internet and mobile users were to reduce their use of the Combined Company's websites, mobile platforms, products, and services as a result of these concerns, the business could be harmed.
Data collection, privacy and security have become the subject of increasing public concern. If internet and mobile users were to reduce their use of the Company's websites, mobile platforms, products, and services as a result of these concerns, the business could be harmed.
The Combined Company is subject to allegations, claims and legal actions arising in the ordinary course of business, which may include claims by third parties, including guests who visit the parks, employees or regulators. The outcome of these proceedings cannot be predicted.
The Company is subject to allegations, claims and legal actions arising in the ordinary course of business, which may include claims by third parties, including guests who visit the parks, employees or regulators. The outcome of these proceedings cannot be predicted.
In addition, even if the operations of the businesses of Former Six Flags and Former Cedar Fair are integrated successfully, the Combined Company may not realize the full benefits of the Mergers, including the targeted cost savings, workforce efficiencies, scale, or sales and growth opportunities.
In addition, even if the operations of the businesses of Former Six Flags and Former Cedar Fair are integrated successfully, the Company may not realize the full benefits of the Mergers, including the targeted cost savings, workforce efficiencies, scale, or sales and growth opportunities.
In addition, pursuant to license agreements, the Combined Company has exclusive theme park usage rights in the U.S. (except for the Las Vegas metropolitan area and the state of Florida), Canada and Mexico to certain Warner Bros. and DC Comics animated characters.
In addition, pursuant to license agreements, the Company has exclusive theme park usage rights in the U.S. (except for the Las Vegas metropolitan area and the state of Florida), Canada and Mexico to certain Warner Bros. and DC Comics animated characters.
The Combined Company’s certificate of incorporation also provides that, unless the Combined Company consents in writing to the selection of an alternative forum, the federal district courts of the United States will be the sole and exclusive forum for any action brought under the Securities Act.
The Company’s certificate of incorporation also provides that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States will be the sole and exclusive forum for any action brought under the Securities Act.
If any of these proceedings is determined adversely, or if the Combined Company receives a judgment, a fine or a settlement involving a payment of a material sum of money, or injunctive relief is issued against the Combined Company, its business, financial condition or results of operations could be materially adversely affected.
If any of these proceedings is determined adversely, or if the Company receives a judgment, a fine or a settlement involving a payment of a material sum of money, or injunctive relief is issued against the Company, its business, financial condition or results of operations could be materially adversely affected.
The Combined Company's ability to comply with these and other provisions of debt agreements is dependent on future performance, which will be subject to many factors, some of which are beyond the Combined Company's control including weather and economic, financial and industry conditions.
The Company's ability to comply with these and other provisions of debt agreements is dependent on future performance, which will be subject to many factors, some of which are beyond the Company's control including weather and economic, financial and industry conditions.
Accordingly, the Combined Company is dependent on cash flows, including dividends and other distributions, from its subsidiaries to meet its obligations, including the obligations under the Combined Company’s debt agreements, and, as may be determined by the Combined Company's Board of Directors, to pay dividends on the Combined Company’s common stock.
Accordingly, the Company is dependent on cash flows, including dividends and other distributions, from its subsidiaries to meet its obligations, including the obligations under the Company’s debt agreements, and, as may be determined by the Company's Board of Directors, to pay dividends on the Company’s common stock.
Certain provisions in the Combined Company’s certificate of incorporation, bylaws and debt agreements could have the effect of delaying, deferring or preventing a merger, takeover attempt, or other change of control transaction that a shareholder might consider in its best interest.
Certain provisions in the Company’s certificate of incorporation, bylaws and debt agreements could have the effect of delaying, deferring or preventing a merger, takeover attempt, or other change of control transaction that a shareholder might consider in its best interest.
The Combined Company also is subject to federal, state and local environmental laws and regulations such as those relating to water resources; discharges to air, water and land; the handling and disposal of solid and hazardous waste; and the cleanup of properties affected by regulated materials.
The Company also is subject to federal, state and local environmental laws and regulations such as those relating to water resources; discharges to air, water and land; the handling and disposal of solid and hazardous waste; and the cleanup of properties affected by regulated materials.
In addition, the existence of unfavorable general economic conditions may also hinder the ability of those with which the Combined Company does business, including vendors, concessionaires, customers, manufacturers of rides and other third parties, to satisfy their obligations.
In addition, the existence of unfavorable general economic conditions may also hinder the ability of those with which the Company does business, including vendors, concessionaires, customers, manufacturers of rides and other third parties, to satisfy their obligations.
There is a risk of accidents or other incidents occurring at amusement and water parks, which may reduce attendance and negatively impact revenues. The safety of guests and employees is one of the Combined Company's top priorities. Amusement and water parks feature thrill rides.
There is a risk of accidents or other incidents occurring at amusement and water parks, which may reduce attendance and negatively impact revenues. The safety of guests and employees is one of the Company's top priorities. Amusement and water parks feature thrill rides.
The Combined Company may be unable to purchase or contract with third parties to build high quality rides and attractions and to continue to service and maintain those rides and attractions at competitive or beneficial prices, or to provide the replacement parts needed to maintain the operation of such rides.
The Company may be unable to purchase or contract with third parties to build high quality rides and attractions and to continue to service and maintain those rides and attractions at competitive or beneficial prices, or to provide the replacement parts needed to maintain the operation of such rides.
The Combined Company's success depends in part upon a number of key employees, including its senior management team, whose members have been involved in the leisure and hospitality industries for an average of more than 20 years.
The Company's success depends in part upon a number of key employees, including its senior management team, whose members have been involved in the leisure and hospitality industries for an average of more than 20 years.
In addition, the techniques used to obtain unauthorized access or interfere with systems change frequently and may be difficult to detect for long periods of time, and the Combined Company may be unable to anticipate these techniques or implement adequate preventive measures.
In addition, the techniques used to obtain unauthorized access or interfere with systems change frequently and may be difficult to detect for long periods of time, and the Company may be unable to anticipate these techniques or implement adequate preventive measures.
Although the Combined Company carries liability insurance to cover possible incidents, coverage may not be adequate to cover liabilities, the Combined Company may not be able to obtain coverage at commercially reasonable rates, and the Combined Company may not be able to obtain adequate coverage should a catastrophic incident occur at its parks or at other parks.
Although the Company carries liability insurance to cover possible incidents, coverage may not be adequate to cover liabilities, the Company may not be able to obtain coverage at commercially reasonable rates, and the Company may not be able to obtain adequate coverage should a catastrophic incident occur at its parks or at other parks.
Accordingly, the timing of such conditions or events may have a disproportionate adverse effect upon revenues. The Combined Company may be unable to purchase or contract with third parties to manufacture amusement park or water park rides and attractions.
Accordingly, the timing of such conditions or events may have a disproportionate adverse effect upon revenues. The Company may be unable to purchase or contract with third parties to manufacture amusement park or water park rides and attractions.
If a lease could not be renewed or a landlord were to terminate a lease, it would halt operations at that park and, depending on the size of the park, could have a negative impact on the Combined Company's financial condition or results of operations.
If a lease could not be renewed or a landlord were to terminate a lease, it would halt operations at that park and, depending on the size of the park, could have a negative impact on the Company's financial condition or results of operations.
In addition, to the extent claims against the Combined Company are successful, it may have to pay substantial monetary damages or discontinue, modify, or rename certain products or services that are found to be in violation of another party’s rights.
In addition, to the extent claims against the Company are successful, it may have to pay substantial monetary damages or discontinue, modify, or rename certain products or services that are found to be in violation of another party’s rights.
The Combined Company may not be able to consummate those dispositions for fair market value or at all. Furthermore, any proceeds that could be realized from any such dispositions may not be adequate to meet debt service obligations then due.
The Company may not be able to consummate those dispositions for fair market value or at all. Furthermore, any proceeds that could be realized from any such dispositions may not be adequate to meet debt service obligations then due.
Certain of the Combined Company's domestic full-time and seasonal employees are subject to labor agreements with local chapters of national unions, and certain of its international full-time and seasonal employees are subject to labor agreements with local chapters of national unions. There are also collective bargaining agreements in place for certain employees at several of the parks.
Certain of the Company's domestic full-time and seasonal employees are subject to labor agreements with local chapters of national unions, and certain of its international full-time and seasonal employees are subject to labor agreements with local chapters of national unions. There are also collective bargaining agreements in place for certain employees at several of the parks.
However, the actions and controls that are implemented and continue to be implemented, or which the Combined Company has caused or seeks to cause third party service providers to implement, may be insufficient to protect the Combined Company's systems, information or other intellectual property.
However, the actions and controls that are implemented and continue to be implemented, or which the Company has caused or seeks to cause third party service providers to implement, may be insufficient to protect the Company's systems, information or other intellectual property.
If the Combined Company is not able to realize the anticipated benefits and synergies expected from the Mergers within the anticipated timeframe or at all, it could adversely affect the Combined Company’s earnings or otherwise adversely affect its business and financial results.
If the Company is not able to realize the anticipated benefits and synergies expected from the Mergers within the anticipated timeframe or at all, it could adversely affect the Company’s earnings or otherwise adversely affect its business and financial results.
Prior to the Mergers, some of Former Six Flags’ existing NOLs were subject to limitations. Following the Mergers, the Combined Company’s ability to use NOLs may be subject to further limitations, and the Combined Company may not be able to fully use these NOLs to offset future taxable income.
Prior to the Mergers, some of Former Six Flags’ existing NOLs were subject to limitations. Following the Mergers, the Company’s ability to use NOLs may be subject to further limitations, and the Company may not be able to fully use these NOLs to offset future taxable income.
Although Former Six Flags has paid cash dividends and Former Cedar Fair has paid partnership distributions to limited partners in the past, the Combined Company's Board of Directors may determine not to declare dividends in the future or may reduce the amount of dividends paid in the future.
Although Former Six Flags has paid cash dividends and Former Cedar Fair has paid partnership distributions to limited partners in the past, the Company's Board of Directors may determine not to declare dividends in the future or may reduce the amount of dividends paid in the future.
Such provisions may limit shareholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with the Combined Company or its directors, officers or other employees, which may discourage such lawsuits.
Such provisions may limit shareholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with the Company or its directors, officers or other employees, which may discourage such lawsuits.
The Combined Company may also experience operational risks, including limitations on its ability to recruit and train employees in sufficient numbers to fully staff the parks as a result of changing risk tolerances.
The Company may also experience operational risks, including limitations on its ability to recruit and train employees in sufficient numbers to fully staff the parks as a result of changing risk tolerances.
Variable rate indebtedness could subject the Combined Company to the risk of higher interest rates, which could cause future debt service obligations to increase. The Combined Company's credit agreement is and future borrowings may be at variable rates of interest and expose the Combined Company to interest rate risk.
Variable rate indebtedness could subject the Company to the risk of higher interest rates, which could cause future debt service obligations to increase. The Company's credit agreement is and future borrowings may be at variable rates of interest and expose the Company to interest rate risk.
Risks Related to Legal, Regulatory and Compliance Matters Cyber-security risks and the failure to maintain the integrity of internal or customer data could result in damages to the Combined Company's reputation and/or subject it to costs, fines or lawsuits.
Risks Related to Legal, Regulatory and Compliance Matters Cyber-security risks and the failure to maintain the integrity of internal or customer data could result in damages to the Company's reputation and/or subject it to costs, fines or lawsuits.
Due to the increased hybrid workforce, the Combined Company must also increasingly rely on information technology systems that are outside its direct control. These systems are potentially vulnerable to cyber-based attacks and security breaches.
Due to the increased hybrid workforce, the Company must also increasingly rely on information technology systems that are outside its direct control. These systems are potentially vulnerable to cyber-based attacks and security breaches.
The Combined Company may be required to incur costs to comply with regulatory requirements, such as those relating to employment practices, environmental requirements, and other regulatory matters, and the costs of compliance, investigation, remediation, litigation, and resolution of regulatory matters could be substantial.
The Company may be required to incur costs to comply with regulatory requirements, such as those relating to employment practices, environmental requirements, and other regulatory matters, and the costs of compliance, investigation, remediation, litigation, and resolution of regulatory matters could be substantial.
The costs of investigation, remediation or removal of regulated materials may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair the ability to use, transfer or obtain financing regarding the Combined Company's property.
The costs of investigation, remediation or removal of regulated materials may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair the ability to use, transfer or obtain financing regarding the Company's property.
The frequency, duration or severity of these activities and the effect that they may have on the Combined Company's business, financial condition or results of operations cannot be predicted. ITEM 1B. UNRESOLVED STAFF COMMENTS. None.
The frequency, duration or severity of these activities and the effect that they may have on the Company's business, financial condition or results of operations cannot be predicted. ITEM 1B. UNRESOLVED STAFF COMMENTS. None.
In the event of default by the Combined Company under the Partnership Parks arrangements, Time Warner has the right to take control of the Partnership Parks. In addition, such a default could trigger an event of default under the 2024 Credit Agreement, as amended.
In the event of default by the Company under the Partnership Parks arrangements, Time Warner has the right to take control of the Partnership Parks. In addition, such a default could trigger an event of default under the 2024 Credit Agreement, as amended.
Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Combined Company is deemed to have received notice of and consented to the forum selection provisions of the Combined Company’s certificate of incorporation.
Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company is deemed to have received notice of and consented to the forum selection provisions of the Company’s certificate of incorporation.
If the Combined Company were to cease contributing to or otherwise incur a withdrawal from any such plans, the Combined Company could be obligated to pay withdrawal liability assessments based on the underfunded status (if any) of such plans at the time of the withdrawal.
If the Company were to cease contributing to or otherwise incur a withdrawal from any such plans, the Company could be obligated to pay withdrawal liability assessments based on the underfunded status (if any) of such plans at the time of the withdrawal.
Damage to the Combined Company's properties could take a long time to repair and there is no guarantee that the Combined Company would have adequate insurance to cover the costs of repair or the expense of the interruption to the business.
Damage to the Company's properties could take a long time to repair and there is no guarantee that the Company would have adequate insurance to cover the costs of repair or the expense of the interruption to the business.
The Combined Company competes for discretionary spending and discretionary free time with many other entertainment alternatives and is subject to factors that generally affect the recreation and leisure industry, including general economic conditions.
The Company competes for discretionary spending and discretionary free time with many other entertainment alternatives and is subject to factors that generally affect the recreation and leisure industry, including general economic conditions.
Risks Related to Human Capital Increased costs of labor and employee health and welfare benefits may impact the Combined Company's results of operations. Labor is a primary component in the cost of operating the business.
Risks Related to Human Capital Increased costs of labor and employee health and welfare benefits may impact the Company's results of operations. Labor is a primary component in the cost of operating the business.
Such lawsuits can be costly, time consuming and distract management, and adverse rulings in these types of claims could negatively affect the Combined Company's business, financial condition or results of operations.
Such lawsuits can be costly, time consuming and distract management, and adverse rulings in these types of claims could negatively affect the Company's business, financial condition or results of operations.
Adverse litigation judgments or settlements resulting from legal proceedings in which the Combined Company may be involved in the normal course of business could adversely affect its business, financial condition or results of operations.
Adverse litigation judgments or settlements resulting from legal proceedings in which the Company may be involved in the normal course of business could adversely affect its business, financial condition or results of operations.
Although the Combined Company carries liability insurance to cover this risk, its coverage may not be adequate to cover liabilities, and it may not be able to obtain adequate coverage should a catastrophic incident occur.
Although the Company carries liability insurance to cover this risk, its coverage may not be adequate to cover liabilities, and it may not be able to obtain adequate coverage should a catastrophic incident occur.
The Combined Company may have to seek a license (if available on acceptable terms, or at all) to continue offering products and services, which may increase operating expenses.
The Company may have to seek a license (if available on acceptable terms, or at all) to continue offering products and services, which may increase operating expenses.
Any security breach could expose the Combined Company to risks of data loss, which could harm its reputation and result in remedial and other costs, fines or lawsuits.
Any security breach could expose the Company to risks of data loss, which could harm its reputation and result in remedial and other costs, fines or lawsuits.
The Combined Company's operations, its workforce and its ownership of property subject it to various laws and regulatory compliance, which may create uncertainty regarding future expenditures and liabilities.
The Company's operations, its workforce and its ownership of property subject it to various laws and regulatory compliance, which may create uncertainty regarding future expenditures and liabilities.
Such disrupted operations, reduced revenues or increased costs could have a material adverse effect on the Combined Company's financial condition and results of operations.
Such disrupted operations, reduced revenues or increased costs could have a material adverse effect on the Company's financial condition and results of operations.
Because amusement and water parks and complementary resort facilities are the primary sources of net income and operating cash flows, any future mandated or voluntary closures or other operating restrictions related to a future pandemic could adversely impact the Combined Company's business and financial results. The parks are geographically located throughout North America.
Because amusement and water parks and complementary resort facilities are the primary sources of net income and operating cash flows, any future mandated or voluntary closures or other operating restrictions related to a future pandemic could adversely impact the Company's business and financial results. The parks are geographically located primarily throughout North America.
The Combined Company is subject to laws that regulate the collection, use, retention, security, and transfer of its customer’s data.
The Company is subject to laws that regulate the collection, use, retention, security, and transfer of its customer’s data.
The Combined Company's privacy policies and practices concerning the collection, use and disclosure of user data are available on its website.
The Company's privacy policies and practices concerning the collection, use and disclosure of user data are available on its website.
Such obligations include minimum annual distributions, minimum capital expenditures, an annual offer to purchase all outstanding limited partnership units, and either (a) purchasing all of the outstanding limited partnership interests in the Partnership Parks upon the earlier of the occurrence of specified events and the end of the term of the partnership that hold the Partnership Parks or (b) causing each of the partnerships that hold the Partnership Parks to have no indebtedness and to meet certain other financial tests as of the end of the term of such partnership.
Such obligations include minimum annual distributions, minimum capital expenditures, an annual offer to purchase all 13 Table of Contents outstanding limited partnership units, and either (a) purchasing all of the outstanding limited partnership interests in the Partnership Parks upon the earlier of the occurrence of specified events and the end of the term of the partnership that hold the Partnership Parks or (b) causing each of the partnerships that hold the Partnership Parks to have no indebtedness and to meet certain other financial tests as of the end of the term of such partnership.
There may be a material adverse effect on the Combined Company's business, financial condition or results of operations if it is unable to effectively compete with other entertainment alternatives. The operating season at most of the parks is of limited duration, which can magnify the impact of adverse conditions or events occurring within that operating season.
There may be a material adverse effect on the Company's business, financial condition or results of operations if it is unable to effectively compete with other entertainment alternatives. The operating season at most of the parks is of limited duration, which can magnify the impact of adverse conditions or events occurring within that operating season. The Company's operations are seasonal.
Any payment of future dividends will be at the discretion of the Board of Directors and will depend on the Combined Company’s results of operations, financial condition, cash requirements, future prospects and other considerations that the Board of Directors deems relevant, including, but not limited to: • decisions on whether, when and in which amounts to make any future dividends will remain at all times entirely at the discretion of the Board of Directors, which could change its dividend practices at any time and for any reason; • the Combined Company’s desire to maintain or improve the credit ratings on its debt; • the amount of dividends that the Combined Company may distribute to its shareholders is subject to restrictions under Delaware law; and 13 T able of Contents • the agreements governing the Combined Company’s indebtedness.
Any payment of future dividends will be at the discretion of the Board of Directors and will depend on the Company’s results of operations, financial condition, cash requirements, future prospects and other considerations that the Board of Directors deems relevant, including, but not limited to: • decisions on whether, when and in which amounts to make any future dividends will remain at all times entirely at the discretion of the Board of Directors, which could change its dividend practices at any time and for any reason; • the Company’s desire to maintain or improve the credit ratings on its debt; • the amount of dividends that the Company may distribute to its shareholders is subject to restrictions under Delaware law; and • the agreements governing the Company’s indebtedness.
The Combined Company depends on a seasonal workforce to meet its operational needs. The Combined Company's success depends on its ability to attract, motivate and retain qualified employees, many of whom are seasonal employees, to keep pace with its needs. If the Combined Company is unable to do so, its results of operations and cash flows may be adversely affected.
The Company depends on a seasonal domestic and international workforce to meet its operational needs. The Company's success depends on its ability to attract, motivate and retain qualified employees, many of whom are seasonal employees, to keep pace with its needs. If the Company is unable to do so, its results of operations and cash flows may be adversely affected.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Audit and Finance Committee dedicates attention to and provides oversight of certain cybersecurity risks. The Chief Digital and Technology Officer and Corporate Vice President, IT Infrastructure Operations and Security, meet with the Audit and Finance Committee regularly to assess management’s progress on implementing process and procedure improvements related to cybersecurity.
Biggest changeThe Audit and Finance Committee regularly meet with the Chief Digital and Technology Officer to monitor the Company's overall cybersecurity risk, assess management’s progress on implementing process and procedure improvements related to cybersecurity, and review long-term and short-term cybersecurity strategies. The Company has dedicated resources within its information technology department to assess, identify and manage cybersecurity risks.
There are no known risks from cybersecurity incidents that have materially affected or are reasonably likely to materially affect the registrant as of the date of this filing. 18 T able of Contents
There are no known risks from cybersecurity incidents that have materially affected or are reasonably likely to materially affect the registrant as of the date of this filing. 18 Table of Contents
If a cybersecurity incident were to occur, including a cybersecurity incident associated with a third-party provider, management has developed an incident response plan to align responsibilities throughout the organization to facilitate an efficient and effective response, as well as an appropriate investigation of each incident.
If a cybersecurity incident were to occur, including a cybersecurity incident associated with a third-party provider, management has developed an incident response plan to align responsibilities throughout the organization, to activate an appropriate investigation of each incident, to facilitate an efficient and effective response to each incident and to identify actions to prevent similar incidents in the future.
Management also provides training to its employees about cybersecurity, performs penetration testing at least annually, performs security incident preparedness activities at least annually, and performs an annual Payment Card Industry (“PCI”) attestation. Third party providers involving information technology are identified as part of the contract review process. System and Organizational Controls (“SOC”) reports are reviewed annually for third party providers.
Management also provides training to its employees about cybersecurity and performs annual preparedness testing. Third party providers involving information technology are identified as part of the contract review process. System and Organizational Controls (“SOC”) reports are reviewed annually for third party providers. The information technology department continuously monitors cybersecurity threats to detect if a cybersecurity incident has occurred.
The entire Board of Directors is notified of material or high-risk incidents. Risks from cybersecurity threats could materially affect the Combined Company's business strategy, results of operations or financial condition as described under Item 1A in this Form 10-K.
Risks from cybersecurity threats could materially affect the Company's business strategy, results of operations or financial condition as described under Item 1A in this Form 10-K, including risks associated with third-party providers.
ITEM 1C. CYBERSECURITY. As described under Item 1A in this Form 10-K, the Combined Company is subject to risks from cybersecurity threats, including risks relating to maintaining customer and employee data.
ITEM 1C. CYBERSECURITY. As described under Item 1A in this Form 10-K, the Company is subject to risks from cybersecurity threats, including risks relating to maintaining customer and employee data. Cybersecurity is a key focus at multiple levels of the organization, and management has developed policies and procedures to assess, identify and manage risks from cybersecurity threats.
Cybersecurity experience within the information technology department includes prior work experience and bachelor's degrees or higher in technology related fields.
The information technology department, led by the Chief Digital and Technology Officer, consists of employees with extensive cybersecurity experience, including a team of compliance and security associates. Cybersecurity experience within the information technology department includes prior work experience and bachelor's degrees or higher in technology related fields.
Lastly, management follows the National Institute of Standards and Technology ("NIST") Framework, which enables management to compare the Company against the industry and manage dynamic cybersecurity risks.
The department uses endpoint detection and response and security information and event management with the assistance of a managed security service provider and internal analysts to detect and identify threats. Management follows the National Institute of Standards and Technology ("NIST") Framework, which enables management to compare the Company against the industry and manage dynamic cybersecurity risks.
The incident response plan is led by executive management, the Chief Digital and Technology Officer, the Corporate Vice President, IT Infrastructure Operations and Security, and the information technology department and includes a further delegation of incident responsibility to key internal stakeholders, including the legal, investor relations, human resources, and internal audit departments.
The incident response plan is led by executive management, the Chief Digital and Technology Officer and the information technology department and includes a further delegation of incident responsibility to key internal departments. Upon identification of an incident, each incident is assigned an incident materiality rating based on both quantitative and qualitative considerations.
In addition to internal resources, management engages a cyber insurance carrier with comprehensive data privacy and security risk management services; a managed security service provider with comprehensive security solutions, including continuous network monitoring, reporting and assistance with investigation; and an information security consulting company that consists of cybersecurity experts and information security practitioners to provide additional cybersecurity support.
In addition to internal resources, management engages third-party service providers for additional cybersecurity support, including security risk management services, continuous network monitoring, and assistance with investigation. Management also maintains a system of information technology controls and procedures, including controls and procedures related to authentication and access, recovery plans, and secured backups of data.
Cybersecurity incidents, regardless of materiality, are investigated by the information technology department led by Corporate Vice President, IT Infrastructure Operations and Security and are communicated to the Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, Chief Digital and Technology Officer, the Executive Chairman of the Board of Directors, Lead Independent Director and the Chair of the Audit and Finance Committee.
Cybersecurity incidents, regardless of materiality, are investigated by the information technology department. Based on the severity of each incident, the incident response is escalated to executive management, the Audit and Finance Committee and/or the Board of Directors, as needed.
Removed
Cybersecurity is a key focus at multiple levels of the organization, and management has developed policies and procedures to assess, identify and manage risks from cybersecurity threats. – Board of Directors – Enterprise risk management (“ERM”) process : As part of the ERM process, executive management and the Board of Directors regularly review an assessment related to cybersecurity and data protection risks to identify material risk areas, assess processes to mitigate those risks, and identify process and procedure improvements to alleviate identified risks, including allocating appropriate resources.
Added
The Board of Directors has ultimate risk oversight of the Company and has assigned monitoring of information technology risk exposures, including cybersecurity, to its Audit and Finance Committee of the Board of Directors.
Removed
Cybersecurity and data protection focus areas of ERM include phishing, malware, data breaches, outdated software, staffing levels for key information technology positions, and risks associated with the use of third parties. – Audit and Finance Committee of the Board of Directors : The Audit and Finance Committee is responsible for discussing the Combined Company’s major information technology risk exposures, including cybersecurity, and the steps management has taken to monitor and control such exposures.
Removed
The Audit and Finance Committee also provides guidance on long-term and short-term cybersecurity strategies. – Executive Management – Technology Governance Committee: The Technology Governance Committee consists of certain members of executive management, including the Chief Accounting Officer, Chief Digital and Technology Officer, Chief Commercial Officer, Chief Strategy Officer, and Corporate Vice President, IT Infrastructure Operations and Security.
Removed
This committee evaluates projects involving information technology, including reviewing best practices and change management needs and communicating a company-wide approach. Therefore, the information technology department is aware of system and application implementations prior to execution to facilitate proper application and infrastructure security both during implementation and after implementation.
Removed
Internal audit is notified of system and application implementations as part of this process as well.
Removed
The internal audit department works with the information technology department to review information technology projects to ensure key projects are appropriately planned, designed, developed, tested, deployed and maintained, including verifying proper security both during and after implementation. 17 T able of Contents – Information Technology Department: The information technology department consists of employees with extensive cybersecurity experience, including the Chief Digital and Technology Officer and Corporate Vice President, IT Infrastructure Operations and Security, as well as a team of compliance and security associates.
Removed
Management also maintains a system of information technology controls and procedures, including controls and procedures related to authentication and access, recovery plans and secured backups of data, the design of applications and selection of packaged software, and testing of significant changes in applications and infrastructure technology.
Removed
The information technology department continuously monitors for cybersecurity threats in order to detect if a cybersecurity incident has occurred. The department uses endpoint detection and response (“EDR”) and security information and event management (“SIEM”) with the assistance of a managed security service provider and internal analysts to detect and identify threats.
Removed
Upon identification of an incident, each incident is assigned an incident materiality rating based on both quantitative and qualitative considerations. Qualitative considerations include the presence of ransomware, operational degradation or interruption, operational loss, and sensitive or confidential data loss. Based on the severity of each incident, the incident response is escalated.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeCarolina 400 300 100 Cedar Point Cedar Point Shores Sandusky, Ohio 860 725 135 Dorney Park Allentown, Pennsylvania 210 180 30 Kings Dominion Doswell, Virginia 740 280 460 Kings Island Mason, Ohio 650 330 320 Knott's Berry Farm Knott's Berry Farm Soak City Buena Park, California 175 175 — Michigan's Adventure Muskegon, Michigan 260 120 140 Schlitterbahn Waterpark and Resort New Braunfels New Braunfels, Texas 90 75 15 Six Flags America Bowie, Maryland 523 223 300 Six Flags Discovery Kingdom Vallejo, California 127 127 — Six Flags Fiesta Texas San Antonio, Texas 218 218 — Six Flags Great Adventure Six Flags Hurricane Harbor New Jersey Wild Safari Adventure Jackson, New Jersey 2,107 1,740 367 Six Flags Great America Six Flags Hurricane Harbor Chicago Gurnee, Illinois 303 273 30 Six Flags Great Escape Resort Queensbury, New York 372 372 — Six Flags Hurricane Harbor Arlington Arlington, Texas 46 46 — Six Flags Magic Mountain Six Flags Hurricane Harbor Los Angeles Valencia, California 255 255 — Six Flags New England Agawam, Massachusetts 281 281 — Six Flags St.
Biggest changeCarolina 400 300 100 Cedar Point Cedar Point Shores Sandusky, Ohio 860 725 135 Dorney Park Allentown, Pennsylvania 210 180 30 Kings Dominion Doswell, Virginia 730 280 450 Kings Island Mason, Ohio 650 330 320 Knott's Berry Farm Knott's Berry Farm Soak City Buena Park, California 175 175 — Michigan's Adventure Muskegon, Michigan 260 120 140 Schlitterbahn Waterpark and Resort New Braunfels New Braunfels, Texas 90 75 15 Six Flags Discovery Kingdom Vallejo, California 125 125 — Six Flags Fiesta Texas San Antonio, Texas 220 220 — Six Flags Great Adventure Six Flags Hurricane Harbor New Jersey Wild Safari Adventure Jackson, New Jersey 2,105 1,740 365 Six Flags Great America Six Flags Hurricane Harbor Chicago Gurnee, Illinois 305 275 30 Six Flags Great Escape Resort Queensbury, New York 375 375 — Six Flags Hurricane Harbor Arlington Arlington, Texas 45 45 — Six Flags Magic Mountain Six Flags Hurricane Harbor Los Angeles Valencia, California 255 255 — Six Flags New England Agawam, Massachusetts 280 280 — Six Flags St.
Each property in the Owned Acreage table is owned in fee simple and is encumbered by the Combined Company's credit agreement and outstanding secured notes, with the exceptions of the land at the location of the Six Flags Resort and Attraction Management program and portions of the six-mile public highway that serves as secondary access route to Cedar Point. 19 T able of Contents LEASED ACREAGE: Park Location Approximate Total Acreage Lessor Lease Expiration California's Great America (1) Santa Clara, California 175 Prologis Inc. 2028 Frontier City Six Flags Hurricane Harbor Oklahoma City (2) Oklahoma City, Oklahoma 132 EPR Parks, LLC 2037 La Ronde Montreal, Quebec, Canada 146 City of Montreal 2065 Schlitterbahn Waterpark Galveston Galveston, Texas 40 City of Galveston 2049 Six Flags Darien Lake (2) Corfu, New York 988 EPR Parks, LLC 2037 Six Flags Hurricane Harbor Concord (2) Concord, California 24 EPR Parks, LLC 2035 Six Flags Hurricane Harbor Oaxtepec Oaxtepec, Morelos, Mexico 67 Mexican Social Security Institute 2036 Six Flags Hurricane Harbor Phoenix (2) Glendale, Arizona 33 EPR Parks, LLC 2033 Six Flags Hurricane Harbor Rockford Cherry Valley, Illinois 43 Rockford Park District 2029 Six Flags Hurricane Harbor Splashtown (2) Spring, Texas 46 EPR Parks, LLC 2037 Six Flags Mexico Mexico City, Mexico 110 Federal District of Mexico City 2034 Six Flags Over Georgia Six Flags White Water (3) Austell, Georgia Marietta, Georgia 360 Georgia Partnership 2027 Six Flags Over Texas (3) Arlington, Texas 217 Texas Partnership 2028 Separately gated water parks are italicized.
Each property in the Owned Acreage table is owned in fee simple and is encumbered by the Company's credit agreement and outstanding secured notes, with the exceptions of the land at the location of the Six Flags Resort and Attraction Management program and portions of the six-mile public highway that serves as secondary access route to Cedar Point. 19 Table of Contents LEASED ACREAGE: Park Location Approximate Total Acreage Lessor Lease Expiration California's Great America (1) Santa Clara, California 175 Prologis Inc. 2028 Frontier City Six Flags Hurricane Harbor Oklahoma City (2) Oklahoma City, Oklahoma 132 EPR Parks, LLC 2037 La Ronde Montreal, Quebec, Canada 146 City of Montreal 2065 Schlitterbahn Waterpark Galveston Galveston, Texas 40 City of Galveston 2049 Six Flags Darien Lake (2) Corfu, New York 988 EPR Parks, LLC 2037 Six Flags Hurricane Harbor Concord (2) Concord, California 24 EPR Parks, LLC 2035 Six Flags Hurricane Harbor Oaxtepec Oaxtepec, Morelos, Mexico 67 Mexican Social Security Institute 2036 Six Flags Hurricane Harbor Phoenix (2) Glendale, Arizona 33 EPR Parks, LLC 2033 Six Flags Hurricane Harbor Rockford Cherry Valley, Illinois 43 Rockford Park District 2029 Six Flags Hurricane Harbor Splashtown (2) Spring, Texas 46 EPR Parks, LLC 2037 Six Flags Mexico Mexico City, Mexico 110 Federal District of Mexico City 2034 Six Flags Over Georgia Six Flags White Water (3) Austell, Georgia Marietta, Georgia 360 Georgia Partnership 2027 Six Flags Over Texas (3) Arlington, Texas 217 Texas Partnership 2028 Separately gated water parks are italicized.
(1) Former Cedar Fair sold the land at California's Great America on June 27, 2022. Concurrently with the sale of the land, Cedar Fair entered into a lease contract that allows the Combined Company to operate the park during a six-year term, and the Combined Company has an option to extend the term for an additional five years.
(1) Former Cedar Fair sold the land at California's Great America in June 2022. Concurrently with the sale of the land, Cedar Fair entered into a lease contract that allows the Company to operate the park during a six-year term, and the Company has an option to extend the term for an additional five years.
(3) Six Flags Over Georgia, Six Flags White Water and Six Flags Over Texas are leased from the limited partner of the partnerships that own these parks. Upon lease expiration, the Combined Company has the option to acquire all of the interests of the respective limited partner; see Note 7 .
(3) Six Flags Over Georgia, Six Flags White Water and Six Flags Over Texas are leased from the limited partner of the partnerships that own these parks. Upon lease expiration, the Company has the option to acquire all of the interests of the respective limited partner.
The lease is subject to early termination by the buyer with at least two years' prior notice; see Note 11 . (2) The leases with EPR Parks, LLC include capital expenditure commitments, see Note 11 .
The lease is subject to early termination by the buyer with at least two years' prior notice (see Note 11 to the accompanying consolidated financial statements). (2) The leases with EPR Parks, LLC include capital expenditure commitments (see Note 11 to the accompanying consolidated financial statements).
Louis Eureka, Missouri 316 299 17 Valleyfair Shakopee, Minnesota 190 110 80 Worlds of Fun Kansas City, Missouri 350 255 95 Separately gated water parks are italicized.
Louis Eureka, Missouri 315 300 15 Valleyfair Shakopee, Minnesota 190 110 80 Worlds of Fun Kansas City, Missouri 350 255 95 Separately gated water parks are italicized. The Company also owns a combination amusement and water park located in Bowie, Maryland totaling 525 acres.
Added
The property closed following the end of the 2025 operating season and is being marketed for redevelopment as part of the Company's ongoing portfolio optimization efforts.
Added
The Company has elected to exercise the option for Six Flags Over Georgia and White Water Atlanta and has elected not to exercise the option for Six Flags Over Texas (see Note 7 to the accompanying consolidated financial statements).
Added
Following the expiration of the Company's Six Flags Over Texas option, Six Flags Over Texas may be sold with the proceeds applied to redeem the outstanding interests. Alternatively, the remaining units could be put by the unitholders to the Company or the agreement may be extended or amended with new terms.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeOn February 22, 2023, a putative shareholder derivative lawsuit was filed on behalf of nominal defendant Former Six Flags by Antonio Dela Cruz in the U.S. District Court for the Northern District of Texas against certain of its current and former executive officers and directors (the “individual defendants”) in an action captioned Cruz v.
Biggest changeThe defendants have not yet responded to the complaint, but intend to defend the action vigorously. Matthew Whitfield v. Selim Bassoul, et al. On November 25, 2025, a shareholder derivative complaint was filed against certain current and former officers and directors of the Company in the U.S. District Court for the Northern District of Ohio, captioned Matthew Whitfield v.
ITEM 3. LEGAL PROCEEDINGS. The Combined Company is a party to a number of lawsuits arising in the normal course of business. In the opinion of management, none of these matters are expected to have a material effect in the aggregate on the consolidated financial statements with the exception of the lawsuits described herein.
ITEM 3. LEGAL PROCEEDINGS. The Company is a party to a number of lawsuits arising in the normal course of business. In the opinion of management, none of these matters are expected to have a material effect in the aggregate on the consolidated financial statements with the exception of the lawsuits described herein. Commissioner of Competition v.
Reid-Anderson, et al., Case No. 3:23-CV-0396-D (N.D. Tex.).
Selim Bassoul., et al ., No. 3:25-cv-02599 (N.D. Ohio).
Removed
Putative Securities Class Action Lawsuit In February 2020, two putative securities class action complaints were filed against Former Six Flags and certain of its former executive officers (collectively, the “defendants”) in the U.S. District Court for the Northern District of Texas.
Added
Canada's Wonderland Company Canada's Wonderland Company (“Canada’s Wonderland”) is respondent to an application filed by the Commissioner of Competition (the “Commissioner”) on May 5, 2025 with the Competition Tribunal of Canada.
Removed
On March 2, 2020, the two cases were consolidated in an action captioned Electrical Workers Pension Fund Local 103 I.B.E.W. v. Six Flags Entertainment Corp., et al., Case No. 4:20-cv-00201-P (N.D. Tex.) (the “Electrical Workers litigation”), and an amended complaint was filed on March 20, 2020.
Added
In the application, the Commissioner alleges that Canada’s Wonderland is in violation of the Competition Act, RSC 1985, c C-34 (the “Act”) by engaging in a deceptive marketing practice (drip pricing) related to its processing fees for online transactions, by advertising ticket and product prices online that exclude mandatory processing fees.
Removed
On May 8, 2020, Oklahoma Firefighters Pension and Retirement System (“Oklahoma Firefighters”) and Electrical Workers Pension Fund Local 103 I.B.E.W. were appointed as lead plaintiffs, Bernstein Litowitz Berger & Grossman LLP was appointed as lead counsel, and McKool Smith PC was appointed as liaison counsel. On July 2, 2020, lead plaintiffs filed a consolidated complaint.
Added
The Commissioner seeks certain relief from the Competition Tribunal, including an order requiring payment of an unspecified administrative monetary penalty and an order requiring payment of an unspecified amount to be distributed among consumers. On June 19, 2025, Canada’s Wonderland filed a response denying the allegations in the Commissioner’s application.
Removed
The consolidated complaint alleges, among other things, that the defendants made materially false or misleading statements or omissions regarding Former Six Flags' business, operations and growth prospects, specifically with respect to the development of Six Flags branded parks in China and the financial health of its former partner, Riverside Investment Group Co. Ltd., in violation of the federal securities laws.
Added
Canada’s Wonderland and the Commissioner will participate in a mediation relating to the claims alleged in the application in March 2026, and the Evidentiary Hearing is scheduled for September 2026, with Oral Argument scheduled for October 2026. 20 Table of Contents City of Livonia Employees' Retirement System v.
Removed
The consolidated complaint seeks an unspecified amount of compensatory damages and other relief on behalf of a putative class of purchasers of Former Six Flags’ publicly traded common stock during the period between April 24, 2018 and February 19, 2020. On August 3, 2020, defendants filed a motion to dismiss 20 T able of Contents the consolidated complaint.
Added
Six Flags Entertainment Corporation On November 5, 2025, a putative federal securities class action complaint was filed against Six Flags Entertainment Corporation and certain current and former officers and directors in the U.S. District Court for the Northern District of Ohio, captioned City of Livonia Employees’ Retirement System v. Six Flags Entertainment Corp., et al., No. 3:25-cv-02394 (N.D.
Removed
On March 3, 2021, the district court granted defendants’ motion, dismissing the complaint in its entirety and with prejudice. On August 25, 2021, Co-Lead Plaintiff Oklahoma Firefighters filed a notice of appeal to the U.S.
Added
The complaint asserts claims under Sections 11 and 15 of the Securities Act of 1933, and alleges, among other things, that the Company’s registration statement and prospectus issued in connection with the July 1, 2024 merger of Former Six Flags and Cedar Fair, L.P. contained untrue statements of fact and/or was materially misleading because it failed to disclose that Former Six Flags had underinvested in its parks and operations and that, as a result, the financial plans in the registration statement were not reasonably achievable or rooted in facts existing at the time of the July 1, 2024 merger.
Removed
Court of Appeals for the Fifth Circuit (the "Fifth Circuit") from the district court’s decisions granting defendants’ motion to dismiss, denying plaintiffs’ motion to amend or set aside judgment, and denying plaintiffs’ motion for leave to file a supplemental brief. The appeal was fully briefed as of December 15, 2021, and oral argument was held on March 7, 2022.
Added
The complaint is generally based on the same allegations as in the Securities Action and asserts claims for, among other things, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, abuse of control, waste of corporate assets, and alleged violations of Section 14(a) of the Securities Exchange Act of 1934.
Removed
On January 18, 2023, the Fifth Circuit reversed the dismissal and remanded the case to the district court for further proceedings. On February 9, 2023, the Fifth Circuit mandate issued to the district court. On March 7, 2023, the district court entered a scheduling order governing pre-trial proceedings.
Added
The defendants have not yet responded to the complaint, but intend to defend the action vigorously. C.T. and Judy Martinez v. Six Flags Entertainment Corporation, et al.
Removed
On April 18, 2023, Oklahoma Firefighters filed a motion for leave to file an amended complaint that would add a new named plaintiff, remove former Co-Lead Plaintiff Electrical Workers Pension Fund Local 103 I.B.E.W., and modify the case caption. On May 2, 2023, defendants filed an opposition to that motion and a motion for judgment on the pleadings.
Added
A putative class action complaint alleging claims under Title III of the Americans with Disabilities Act ("ADA") and two California statutes was filed December 26, 2023 against Former Six Flags Entertainment Corporation and Magic Mountain LLC in the U.S. District Court for the Eastern District of California.
Removed
On June 2, 2023, the district court granted defendants’ motion for judgment on the pleadings, dismissing the case with prejudice, and denied Oklahoma Firefighters’ motions. On June 30, 2023, plaintiffs filed a notice of appeal to the Fifth Circuit from the district court’s decisions.
Added
Subsequent to filing, two additional named plaintiffs replaced the original plaintiff, and defendants Park Management Corp. and Six Flags Concord LLC were added as parties.
Removed
The appeal was fully briefed as of December 4, 2023, and oral argument was held on March 4, 2024. On April 18, 2024, the Fifth Circuit reversed the dismissal and remanded the case to the district court. On May 31, 2024, the district court entered a scheduling order setting the case for trial on December 8, 2025.
Added
Plaintiffs allege that in violation of the ADA and the California statutes, defendants require a guest with a disability to register with and obtain from the International Board of Credentialing and Continuing Education Standards ("IBCCES") an Individual Accessibility Card ("IAC") at least 48 hours in advance of their park visit in order to receive an "Attraction Access Pass" at the park, which identifies accommodations for the guest.
Removed
On September 3, 2024, the parties entered into a settlement agreement, subject to court approval, resolving the claims. The Combined Company will pay $40.0 million to settle the claims, an amount that will be fully funded by the Combined Company’s insurance carriers.
Added
Plaintiffs further allege that in violation of the ADA and the California statutes, a disabled guest must submit on the IBCCES website medical documentation as a result of impermissible inquiries as part of their IAC application. Defendants have denied plaintiffs’ allegations.
Removed
On September 23, 2024, the District Court granted the plaintiffs’ motion for preliminary approval of the settlement and scheduled a final fairness hearing for January 25, 2025. On January 28, 2025, the court entered its order and judgement of final approval of the settlement.
Added
Plaintiffs moved to certify two nationwide classes for claims under the ADA seeking injunctive relief and attorneys' fees, and two corresponding California subclasses for claims under the California statutes seeking injunctive relief, damages and attorneys' fees.
Removed
Shareholder Derivative Lawsuits On February 16, 2023, a putative shareholder derivative lawsuit was filed on behalf of nominal defendant Former Six Flags by John Hancock in Texas state court against certain of its former executive officers and directors (the “individual defendants”) in an action captioned Hancock v. Roedel, et al., Case No. 348-340304-23 (348th Dist. Ct., Tarrant Cty., Tex.).
Added
After hearing class-certification arguments in November 2025, the magistrate judge recommended to the district judge in February 2026 that one of the nationwide classes seeking injunctive relief and attorneys’ fees under the ADA be certified and that certification of any other class or subclass be denied. The Company is vigorously defending the action. Dunn v.
Removed
Plaintiff refers to and makes many of the same allegations as are set forth in the Electrical Workers litigation, claiming that, among other things, the individual defendants caused Former Six Flags to make false and misleading statements and omissions about the status of construction of Six Flags branded parks in China and the financial health of its former partner, Riverside Investment Group Co.
Added
Six Flags America LP, et al . A putative class action complaint, which also includes a claim for individual relief, was filed May 7, 2025 against Six Flags America LP and IBCCES in the Circuit Court for Prince George’s County, Maryland.
Removed
Ltd. Plaintiff asserts breach of fiduciary duty and unjust enrichment claims. Plaintiff seeks an unspecified amount of monetary damages and equitable relief including, but not limited to, disgorgement. On September 7, 2023, the individual defendants and Former Six Flags filed a motion to stay pending resolution of a duplicative federal derivative action, captioned Dela Cruz v.
Added
Plaintiff alleges that in violation of Prince George’s County Code and the common law of negligence and unjust enrichment, disabled persons seeking reasonable accommodations at the Six Flags America park in Bowie, Maryland must first undergo a pre-approval process managed by IBCCES 48 hours in advance of a park visit to obtain an IAC, and as part of the process applicants must submit sensitive personal and medical information.
Removed
Reid-Anderson, et al, Case No. 3:23-CV-0396-D (N.D. Tex), and described below. On September 15, 2023, the court granted the motion to stay and ordered the action stayed until 30 days after a ruling by the federal court on the motions to dismiss pending in Dela Cruz v. Reid-Anderson.
Added
Plaintiff further alleges that in June 2024, she entered the park with her service dog without incident but was informed that without an IAC, she could either leave the park, put her service dog in her car and return, or get a rain check for a return visit, after which plaintiff chose to leave.
Removed
On March 6, 2024, the parties jointly stipulated to stay the action pending resolution of the appeal in Dela Cruz v. Reid-Anderson, which the court approved. On July 8, 2024, Plaintiff filed a Notice of Nonsuit Without Prejudice, which the court ordered on July 9, 2024.
Added
Plaintiff seeks to certify several classes covering individuals affected by the IAC process or by in ‑ park denials of accommodations. The complaint seeks injunctive relief, damages, and attorneys’ fees. The case was removed to the U.S.
Removed
Plaintiff refers to and makes many of the same allegations as are set forth in the Electrical Workers litigation, claiming that, among other things, the individual defendants caused Former Six Flags to make false and misleading statements and omissions about the status of construction of Six Flags branded parks in China and the financial health of its former partner, Riverside Investment Group Co.
Added
District Court for the District of Maryland in June 2025, following which Six Flags America moved to compel arbitration and stay the action, or alternatively to dismiss, stay, or transfer the case. The case is currently stayed until May 2026, and mediation is currently scheduled for April 2026. The Company is vigorously defending the action. ITEM 4. MINE SAFETY DISCLOSURES.
Removed
Ltd. Plaintiff asserts contribution, breach of fiduciary duty, and unjust enrichment claims. Plaintiff seeks an unspecified amount of monetary damages and equitable relief including, but not limited to, disgorgement. On September 12, 2023, Former Six Flags and the individual defendants filed motions to dismiss the amended complaint.
Added
Not applicable. 21 Table of Contents PART II
Removed
On January 12, 2024, the district court granted defendants' motions, dismissing the complaint in its entirety and with prejudice. On February 7, 2024, Plaintiffs filed a Notice of Appeal of the district court's decision. The appeal was fully briefed as of May 29, 2024. On July 2, 2024, Plaintiff filed an Unopposed Motion to Withdraw Appeal.
Removed
On July 8, 2024, the Fifth Circuit dismissed the appeal.
Removed
Securities and Exchange Commission Investigation The Securities and Exchange Commission is conducting an investigation into Former Six Flags' disclosures and reporting made in 2018 through February 2020 related to its business, operations and growth prospects of its Six Flags branded parks in China and the financial health of its former business partner, Riverside Investment Group Co. Ltd.
Removed
Former Six Flags received a document subpoena in February 2020 and subsequently certain current and former executives received subpoenas in connection with this matter and they continue to provide responsive information. The involved parties are fully cooperating and are committed to continuing to cooperate fully with the SEC in this matter.
Removed
The length, scope or results of the investigation, or the impact, of the investigation on results of operations, business or financial condition cannot be predicted. 21 T able of Contents ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+0 added−1 removed0 unchanged
Biggest changeBase Period Return July 2, 2024 December 31, 2024 Six Flags Entertainment Corporation $ 100.00 $ 87.79 S&P 500 Index 100.00 107.48 S&P MidCap 400 Index 100.00 108.02 S&P SmallCap 600 Index 100.00 109.98 S&P Movies and Entertainment Index 100.00 125.73 S&P Leisure Facilities Index 100.00 110.36 22 T able of Contents ITEM 6. RESERVED.
Biggest changeBase Period Return July 2, 2024 December 31, 2024 December 31, 2025 Six Flags Entertainment Corporation $ 100.00 $ 87.79 $ 27.95 S&P 500 Index 100.00 107.48 126.70 S&P SmallCap 600 Index 100.00 109.98 116.60 S&P Leisure Facilities Index 100.00 110.36 86.21 ITEM 6. RESERVED. 22 Table of Contents
Shareholder Return Performance Graph The graph below shows a comparison of the cumulative total return for Six Flags Entertainment Corporation common stock, the S&P 500 Index, the S&P MidCap 400 Index, the S&P SmallCap 600 Index, the S&P Movies and Entertainment Index and the S&P Leisure Facilities Index, assuming investment of $100 on July 2, 2024, the first trading day of the Combined Company's common stock.
Shareholder Return Performance Graph The graph below shows a comparison of the cumulative total return for Six Flags Entertainment Corporation common stock, the S&P 500 Index, the S&P SmallCap 600 Index and the S&P Leisure Facilities Index, assuming investment of $100 on July 2, 2024, the first trading day of the Company's common stock.
Item 12 in this Form 10-K includes information regarding equity incentive plans, which is incorporated herein by reference. The 2024 Credit Agreement, as amended, and fixed rate note agreements include restricted payment provisions, which could limit the Combined Company's ability to pay dividends. See Note 6 for additional information.
Item 12 in this Form 10-K includes information regarding equity incentive plans, which is incorporated herein by reference. The 2024 Credit Agreement, as amended, and fixed rate note agreements include restricted payment provisions, which could limit the Company's ability to pay dividends. See Note 6 to the accompanying consolidated financial statements for additional information.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Six Flags Entertainment Corporation is listed for trading on The New York Stock Exchange under the symbol "FUN". As of February 21, 2025, there were approximately 3,210 registered holders of Six Flags Entertainment Corporation common stock.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Six Flags Entertainment Corporation is listed for trading on The New York Stock Exchange under the symbol "FUN". As of February 13, 2026, there were approximately 2,990 registered holders of Six Flags Entertainment Corporation common stock.
Removed
The S&P SmallCap 600 Index and the S&P Leisure Facilities Index were added in the current year as these indexes more closely align with the Combined Company's size and industry. These indexes will replace the S&P MidCap 400 Index and the S&P Movies and Entertainment Index, respectively, in future disclosures.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 6. Reserved 23 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 23 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 34 Item 8. Financial Statements and Supplementary Data 35 Index for Notes to Consolidated Financial Statements 43
Biggest changeItem 6. Reserved 22 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 23 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 34 Item 8. Financial Statements and Supplementary Data 35 Index for Notes to Consolidated Financial Statements 43

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

102 edited+41 added−33 removed37 unchanged
Biggest changeIn particular, Carowinds, Kings Dominion and California's Great America were open additional operating days in January and February in the prior period that were not planned in the current period. 26 T able of Contents The following table presents key financial information and operating measures for the years ended December 31, 2024 and December 31, 2023: Increase (Decrease) December 31, 2024 December 31, 2023 $ % (Amounts in thousands, except for per capita and operating days) Net revenues $ 2,708,926 $ 1,798,668 $ 910,258 50.6 % Operating costs and expenses 2,019,781 1,316,442 703,339 53.4 % Depreciation and amortization 318,113 157,995 160,118 101.3 % Loss on retirement of fixed assets, net 18,064 18,067 (3) N/M Loss on impairment of goodwill 42,462 — 42,462 N/M Operating income $ 310,506 $ 306,164 $ 4,342 1.4 % Other Data: Attendance 41,649 26,665 14,984 56.2 % In-park per capita spending $ 61.31 $ 62.21 $ (0.90) (1.4) % Out-of-park revenues $ 232,415 $ 192,257 $ 40,158 20.9 % Operating days 4,369 2,365 2,004 84.7 % Net (loss) income margin (1) (7.6) % 6.9 % (14.5) % N/M Not meaningful due to the nature of the expense line-item.
Biggest changeThe following table presents key financial information for the Combined Company for the years ended December 31, 2025 and December 31, 2024: Increase (Decrease) December 31, 2025 December 31, 2024 $ % (Amounts in thousands, except for per capita and operating days) Net revenues $ 3,100,289 $ 2,708,926 $ 391,363 14.4 % Operating costs and expenses 2,429,353 2,019,781 409,572 20.3 % Depreciation and amortization 486,383 318,113 168,270 52.9 % Loss on retirement of fixed assets, net 40,670 18,064 22,606 125.1 % Loss on impairment of goodwill and other intangibles 1,518,099 42,462 1,475,637 N/M Loss on other assets 791 — 791 N/M Operating (loss) income $ (1,375,007) $ 310,506 $ (1,685,513) (542.8) % Other Data: Attendance 47,388 41,649 5,739 13.8 % Per capita spending $ 61.90 $ 61.31 $ 0.59 1.0 % Admissions per capita spending $ 33.41 $ 33.70 $ (0.29) (0.9) % In-park product per capita spending $ 28.49 $ 27.61 $ 0.88 3.2 % Out-of-park revenues $ 255,454 $ 232,415 $ 23,039 9.9 % Operating days 5,738 4,369 1,369 31.3 % Net loss margin (1) (50.0) % (7.6) % (42.4) % N/M Not meaningful due to the nature of the expense line-item.
Upon the measurement period's conclusion or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statement of operations and comprehensive (loss) income. Adjustments during the measurement period could have a material effect on the Combined Company's financial position and results of operations in future periods.
Upon the measurement period's conclusion or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statement of operations and comprehensive (loss) income. Adjustments during the measurement period could have a material effect on the Company's financial position and results of operations in future periods.
If the pro forma Net Total Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 5.25x, the Combined Company can make restricted payments up to the then-available Cumulative Credit (as defined in the 2024 Credit Agreement), so long as no event of default has occurred and is continuing.
If the pro forma Net Total Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 5.25x, the Company can make restricted payments up to the then-available Cumulative Credit (as defined in the 2024 Credit Agreement), so long as no event of default has occurred and is continuing.
It is possible that assumptions about future performance, as well as the economic outlook and related conclusions regarding valuation, could change adversely, which may result in additional impairment that would have a material effect on the Combined Company's financial position and results of operations in future periods.
It is possible that assumptions about future performance, as well as the economic outlook and related conclusions regarding valuation, could change adversely, which may result in additional impairment that would have a material effect on the Company's financial position and results of operations in future periods.
Modified EBITDA margin is provided because management believes the measure provides a meaningful metric of operating profitability. Modified EBITDA margin has been disclosed as opposed to Adjusted EBITDA margin because management believes Modified EBITDA margin more accurately reflects the park-level operations of the Combined Company as it does not give effect to distributions to non-controlling interests.
Modified EBITDA margin is provided because management believes the measure provides a meaningful metric of operating profitability. Modified EBITDA margin has been disclosed as opposed to Adjusted EBITDA margin because management believes Modified EBITDA margin more accurately reflects the park-level operations of the Company as it does not give effect to distributions to non-controlling interests.
These forward-looking statements may involve current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions that are difficult to predict, may be beyond the Combined Company's control and could cause actual results to differ materially from those described in such statements.
These forward-looking statements may involve current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions that are difficult to predict, may be beyond the Company's control and could cause actual results to differ materially from those described in such statements.
Income Taxes The Combined Company accounts for income taxes under the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future book and tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Income Taxes The Company accounts for income taxes under the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future book and tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
As a result, the registered senior notes are irrevocably and unconditionally guaranteed, on a joint and several basis, by each wholly owned subsidiary of the Combined Company (other than the co-issuers) that guarantees the credit facilities under the 2024 Credit Agreement, as amended.
As a result, the registered senior notes are irrevocably and unconditionally guaranteed, on a joint and several basis, by each wholly owned subsidiary of the Company (other than the co-issuers) that guarantees the credit facilities under the 2024 Credit Agreement, as amended.
Although management believes that the expectations reflected in such forward-looking statements are reasonable, they can give no assurance that such expectations will prove to be correct, that the Combined Company's growth and operational strategies will achieve the target results.
Although management believes that the expectations reflected in such forward-looking statements are reasonable, they can give no assurance that such expectations will prove to be correct, that the Company's growth and operational strategies will achieve the target results.
Irrespective of any leverage calculations, the Combined Company can make restricted payments not to exceed the greater of 7.0% of Market Capitalization (as defined in the 2024 Credit Agreement) and $200 million annually.
Irrespective of any leverage calculations, the Company can make restricted payments not to exceed the greater of 7.0% of Market Capitalization (as defined in the 2024 Credit Agreement) and $200 million annually.
In addition, the co-issuers (except for the Combined Company) or any subsidiary guarantor can be released from its obligations under the registered senior notes under the following circumstances, assuming the associated transactions are in compliance with the applicable provisions of the indentures governing the registered senior notes: i) in the case of co-issuers (other than the Combined Company), any direct or indirect sale, conveyance or other disposition of the capital stock of such entity following which the entity ceases to be a direct or indirect subsidiary of the Combined Company or a sale or disposition of all or substantially all of the assets of such entity made in accordance with the applicable indenture; ii) if such entity is dissolved or liquidated; iii) if an entity is designated as an Unrestricted Subsidiary (as defined in each indenture); iv) in the case of the 2027 and 2029 senior notes, upon transfer of such entity in a qualifying transaction if following such transfer the entity ceases to be a direct or indirect Restricted Subsidiary (as defined in each indenture) of the Combined Company or is a Restricted Subsidiary that is not a guarantor under any credit facility; or v) in the case of the subsidiary guarantors, upon a discharge of the indenture or upon any legal defeasance or covenant defeasance of the indenture.
In addition, the co-issuers (except for the Company) or any subsidiary guarantor can be released from its obligations under the registered senior notes under the following circumstances, assuming the associated transactions are in compliance with the applicable provisions of the indentures governing the registered senior notes: i) in the case of co-issuers (other than the Company), any direct or indirect sale, conveyance or other disposition of the capital stock of such entity following which the entity ceases to be a direct or indirect subsidiary of the Company or a sale or disposition of all or substantially all of the assets of such entity made in accordance with the applicable indenture; ii) if such entity is dissolved or liquidated; iii) if an entity is designated as an Unrestricted Subsidiary (as defined in each indenture); iv) in the case of the 2029 senior notes, upon transfer of such entity in a qualifying transaction if following such transfer the entity ceases to be a direct or indirect Restricted Subsidiary (as defined in each indenture) of the Company or is a Restricted Subsidiary that is not a guarantor under any credit facility; or v) in the case of the subsidiary guarantors, upon a discharge of the indenture or upon any legal defeasance or covenant defeasance of the indenture.
The Combined Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the filing date of this report.
The Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the filing date of this report.
However, the registered senior notes rank effectively junior to any secured debt to the extent of the value of the assets securing such debt, including under the 2024 Credit Agreement, the 2025 Six Notes and the 2032 Six Notes.
However, the registered senior notes rank effectively junior to any secured debt to the extent of the value of the assets securing such debt, including under the 2024 Credit Agreement and the 2032 Six Notes.
In order to calculate revenue recognized on season-long products and the first 12-month period for membership products, management makes significant estimates regarding the estimated number of uses expected for season-long products, including during interim periods. Actual usage could materially differ from these estimates which could potentially result in an inappropriate amount of revenue recognized in a given period.
In order to calculate revenue recognized on season-long products and the first 12-month non-cancelable period for membership products, management makes significant estimates regarding the estimated number of uses expected for season-long products, including during interim periods. Actual usage could materially differ from these estimates which could potentially result in an inappropriate amount of revenue recognized in a given period.
The 2024 Credit Agreement, as amended, and fixed rate note agreements include restricted payment provisions, which could limit the Combined Company's ability to pay dividends.
The 2024 Credit Agreement, as amended, and fixed rate note agreements include restricted payment provisions, which could limit the Company's ability to pay dividends.
This balance also includes unrealized gains and losses on pension assets and short-term investments. (4) Modified EBITDA margin (Modified EBITDA divided by net revenues) is not a measurement computed in accordance with GAAP and may not be comparable to similarly titled measures of other companies.
This balance also includes unrealized gains and losses on pension assets and short-term investments. (5) Modified EBITDA margin (Modified EBITDA divided by net revenues) is not a measurement computed in accordance with GAAP and may not be comparable to similarly titled measures of other companies.
Amortization payments of $10 million per year, paid in equal quarterly installments, are required to be made on the term debt. The term debt bears interest at a rate equal to Term Secured Overnight Financing Rate ("SOFR") plus a margin of 200 bps per annum or base rate plus a margin of 100 bps per annum.
Amortization payments of $15 million per year, paid in equal quarterly installments, are required to be made on the term debt. The term debt bears interest at a rate equal to Term Secured Overnight Financing Rate ("SOFR") plus a margin of 200 bps per annum or base rate plus a margin of 100 bps per annum.
The fair value of a reporting unit is established using a combination of an income (discounted cash flow) approach and market approach. The income approach uses a reporting unit's projection of estimated operating results and discounted cash flows using a weighted-average cost of capital that reflects current market conditions.
The fair value of a reporting unit is established using an income (discounted cash flow) approach, a market approach, or a combination thereof. The income approach uses a reporting unit's projection of estimated operating results and discounted cash flows using a weighted-average cost of capital that reflects current market conditions.
In the event that the co-issuers (except for the Combined Company) or any subsidiary guarantor is released from its obligations under the 2024 Credit Agreement, such entity will also be released from its obligations under the 2027 and 2029 senior notes and from its guarantee under the 2028 senior notes.
In the event that the co-issuers (except for the Company) or any subsidiary guarantor is released from its obligations under the 2024 Credit Agreement, such entity will also be released from its obligations under the 2029 senior notes and from its guarantee under the 2028 senior notes.
The following tables provide summarized financial information for each of the co-issuers and guarantors of the registered senior notes (the "Obligor Group") as of December 31, 2024 and December 31, 2023. Each entity that was a co-issuer of the registered senior notes is presented separately.
The following tables provide summarized financial information for each of the co-issuers and guarantors of the registered senior notes (the "Obligor Group") as of December 31, 2025 and December 31, 2024. Each entity that was a co-issuer of the registered senior notes is presented separately.
The Combined Company's principal costs and expenses, which include salaries and wages, operating supplies, maintenance, insurance, advertising and lease payments, are relatively fixed for a typical operating season and do not vary significantly with attendance.
The Company's principal costs and expenses, which include salaries and wages, operating and maintenance supplies, insurance, advertising, utilities and lease payments, are relatively fixed for a typical operating season and do not vary significantly with attendance.
For additional information, see the Explanatory Note in this Annual Report on Form 10-K and Note 2 . The Six Flags Merger was accounted for as a business combination using the acquisition method of accounting. Former Cedar Fair has been determined to be the accounting acquirer and the predecessor for financial statement purposes.
For additional information, see the Explanatory Note in this Annual Report on Form 10-K and Note 2 to the accompanying consolidated financial statements. The Six Flags Merger was accounted for as a business combination using the acquisition method of accounting. Former Cedar Fair has been determined to be the accounting acquirer and the predecessor for financial statement purposes.
Financial and Non-Financial Disclosure About Issuers and Guarantors of Registered Senior Notes Three tranches of fixed rate senior notes outstanding as of December 31, 2024 were registered under the Securities Act of 1933: the 2027, 2028 and 2029 senior notes, or the "registered senior notes".
Financial and Non-Financial Disclosure About Issuers and Guarantors of Registered Senior Notes Three tranches of fixed rate senior notes outstanding as of December 31, 2025 were registered under the Securities Act of 1933: the 2027, 2028 and 2029 senior notes, or the "registered senior notes".
These measures are provided as supplemental measures of the Combined Company's operating results and may not be comparable to similarly titled measures of other companies. The table below sets forth a reconciliation of Modified EBITDA and Adjusted EBITDA to net (loss) income for the years ended December 31, 2024 and December 31, 2023.
These measures are provided as supplemental measures of the Company's operating results and may not be comparable to similarly titled measures of other companies. The table below sets forth a reconciliation of Modified EBITDA and Adjusted EBITDA to net (loss) income for the years ended December 31, 2025 and December 31, 2024.
Out-of-park revenues are defined as revenues from resorts, out-of-park food and retail locations, sponsorships, international agreements and all other out-of-park operations. Out-of-park revenues are primarily driven by attendance to the parks and can increase length of stay at the Combined Company's properties as guests purchase hotel rooms and visit out-of-park food and retail locations.
Out-of-park revenues are defined as revenues from resorts, out-of-park food and merchandise locations, sponsorships, international agreements and all other out-of-park operations. Out-of-park revenues are primarily driven by attendance to the parks and can increase length of stay at the Company's properties as guests purchase hotel rooms and visit out-of-park food and merchandise locations.
Application of the critical accounting policies described below involves the exercise of judgment and the use of assumptions as to future uncertainties, and as a result, actual results could differ from these estimates and assumptions. 24 T able of Contents Business Combinations Business combinations are accounted for under the acquisition method of accounting.
Application of the critical accounting policies described below involves the exercise of judgment and the use of assumptions as to future uncertainties, and as a result, actual results could differ from these estimates and assumptions. 24 Table of Contents Business Combinations Business combinations are accounted for under the acquisition method of accounting.
Under the 2024 Credit Agreement, as amended, if the pro forma Net Secured Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 3.00x, the Combined Company can make unlimited restricted payments so long as no event of default has occurred and is continuing.
Under the 2024 Credit Agreement, as amended, if the pro forma Net Secured Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 3.00x, the Company can make unlimited 31 Table of Contents restricted payments so long as no event of default has occurred and is continuing.
There is inherent uncertainty in the estimates used to project the amount of foreign tax credit and state net operating loss carryforwards that are more likely than not to be realized.
There is inherent uncertainty in the estimates used to project the amount of foreign tax credit and state net operating loss carryforwards that are more likely than not to be realized, and the estimates used to evaluate uncertain tax positions.
The subsidiaries that guaranteed the registered senior notes are presented on a combined basis with intercompany balances and transactions between entities in such guarantor subsidiary group eliminated. Intercompany balances and transactions between the co-issuers and guarantor subsidiaries were not eliminated. Certain subsidiaries did not guarantee the credit facilities or senior notes (the "non-guarantor" subsidiaries).
The subsidiaries that guaranteed the registered senior notes are presented on a combined basis with intercompany balances and transactions between entities in such guarantor subsidiary group eliminated. 32 Table of Contents Intercompany balances and transactions between the co-issuers and guarantor subsidiaries were not eliminated. Certain subsidiaries did not guarantee the credit facilities or senior notes (the "non-guarantor" subsidiaries).
The following discussion addresses critical accounting estimates, which are those that are most important to the portrayal of the Combined Company's financial condition and operating results or involve a higher degree of judgment and complexity (see Note 1 for a complete discussion of significant accounting policies).
The following discussion addresses critical accounting estimates, which are those that are most important to the portrayal of the Company's financial condition and operating results or involve a higher degree of judgment and complexity (see Note 1 to the accompanying consolidated financial statements for a complete discussion of significant accounting policies).
In addition, higher attendance levels enable the Combined Company to develop long-term corporate sponsorships and co-marketing relationships with well-known national and regional brands. The following table presents net revenues disaggregated by in-park revenues and out-of-park revenues less amounts remitted to outside parties under concessionaire arrangements (concessionaire remittance) for the periods presented.
In addition, higher attendance levels enable the Company to develop long-term corporate sponsorships and co-marketing relationships with well-known national and regional brands. The following table presents net revenues disaggregated by in-park revenues, including in-park admissions revenues and in-park product revenues, and out-of-park revenues less amounts remitted to outside parties under concessionaire arrangements (concessionaire remittances) for the periods presented.
In-park per capita spending is driven by similar factors to attendance and is also impacted by the length of stay of the Combined Company's guests. Major in-park per capita spending categories include admission, food and beverage, retail, games and extra-charge products. Extra-charge products include premium benefit offerings such as front-of-line products.
Per capita spending is driven by similar factors to attendance and is also impacted by the length of stay of the Company's guests. Major per capita spending categories include admission, food and beverage, merchandise, games and extra-charge products. Extra-charge products include premium benefit offerings such as front-of-line products.
It is possible that our future income projections, as well as the economic outlook and related conclusions regarding valuation allowances could change, which may result in additional valuation allowance being recorded or may result in additional valuation allowance reductions, and which may have a material negative or positive effect on our reported financial position and results of operations in future periods.
It is possible that future income projections, as well as the economic outlook and related conclusions regarding valuation allowances and uncertain tax positions could change, which may result in additional expense being recorded or may result in additional expense reductions, and which may have a material negative or positive effect on the reported financial position and results of operations in future periods.
Important risks and uncertainties that may cause such a difference and could adversely affect attendance at the Combined Company's parks, future financial performance, and/or the Combined Company's growth strategies, and could cause actual results to differ materially from expectations or otherwise to fluctuate or decrease, include, but are not limited to: failure to realize the anticipated benefits of the Mergers, including difficulty in integrating the businesses of Former Six Flags and Cedar Fair; failure to realize the expected amount and timing of cost savings and operating synergies related to the mergers; general economic, political and market conditions; the impacts of pandemics or other public health crises, including the effects of government responses on people and economies; adverse weather conditions; competition for consumer leisure time and spending; unanticipated construction delays; changes in capital investment plans and projects; anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the Combined Company’s operations; legislative, regulatory and economic developments and changes in laws, regulations, and policies affecting the Combined Company; acts of terrorism or outbreak of war, hostilities, civil unrest, and other political or security disturbances; and other risks and uncertainties, including those listed under Item 1A in this Form 10-K and in the other filings made from time to time with the SEC.
Important risks and uncertainties that may cause such a difference and could adversely affect attendance at the Company's parks, future financial performance, and/or the Company's growth strategies, and could cause actual results to differ materially from expectations or otherwise to fluctuate or decrease, include, but are not limited to: failure to realize the anticipated benefits of the Mergers, including difficulty in integrating the businesses of Former Six Flags and Cedar Fair; failure to realize the expected amount and timing of cost savings and operating synergies related to the Mergers; general economic, political and market conditions, including global trade; adverse weather conditions; the impacts of pandemics or other public health crises, including the effects of government responses on people and economies; competition for consumer leisure time and spending or other changes in consumer behavior or sentiment for discretionary spending; unanticipated construction delays or increases in construction or supply costs; changes in capital investment plans and projects; anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the Company’s operations; the impact of any potential shareholder activism; failure to attract, motivate and retain qualified domestic and international employees and key personnel; legislative, regulatory and economic developments and changes in laws, regulations, and policies affecting the Company; acts of terrorism or outbreak of war, hostilities, civil unrest, and other political or security disturbances; and other risks and uncertainties, including those listed under Item 1A in this Form 10-K and in the other filings made from time to time with the SEC.
Results of Operations The Results of Operations section includes a discussion and comparison of 2024 and 2023 results.
Results of Operations The Results of Operations section includes a discussion and comparison of 2025 and 2024 results.
Assuming the outstanding senior secured term loan facility borrowings and the daily average balance over the past twelve months on revolving credit borrowings of approximately $166.8 million, a hypothetical 100 bps increase in 30-day SOFR on the variable-rate debt would lead to an increase of approximately $11.6 million in cash interest costs over the next twelve months.
Assuming the outstanding senior secured term loan facility borrowings and the daily average balance over the past twelve months on revolving credit borrowings of approximately $387.1 million, a hypothetical 100 bps increase in 30-day SOFR on the variable-rate debt would lead to an increase of approximately $18.7 million in cash interest costs over the next twelve months.
In-park per capita spending is calculated as revenues generated within the amusement parks and separately gated outdoor water parks along with related parking revenues and online transaction fees charged to customers ( in-park revenues ), divided by total attendance.
Admissions per capita spending is calculated as revenues generated for admission to the Company's amusement parks and separately gated water parks along with related parking revenues and online transaction fees charged to customers ( in-park admissions revenues ) divided by total attendance.
The maximum Net First Lien Leverage Ratio following the consummation of the Mergers is 5.25x beginning with the test period ending on or about December 31, 2024, with step-downs of 25 bps after every four consecutive quarters, culminating at 4.5x beginning with the test period ending on or about December 31, 2027.
The maximum Net First Lien Leverage Ratio is 5.0x beginning with the test period ending on or about December 31, 2025, with step-downs of 25 bps after every four consecutive quarters, culminating at 4.5x beginning with the test period ending on or about December 31, 2027.
A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar and Mexican peso would have resulted in a $7.8 million decrease in operating income for the Combined Company's six months ended December 31, 2024. 33 T able of Contents Forward Looking Statements Some of the statements contained in this report (including the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section) that are not historical in nature are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements as to management's expectations, beliefs, goals and strategies regarding the future.
A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar and Mexican peso would have resulted in a $1.1 million decrease in operating loss contributed to the Company's results for the year ended December 31, 2025. 33 Table of Contents Forward Looking Statements Some of the statements contained in this report (including the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section) that are not historical in nature are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements as to management's expectations, beliefs, goals and strategies regarding the future.
Interest is payable under the 2032 Six Notes semi-annually in May and November. • $315 million of borrowings under the $850 million senior secured revolving credit facility under the 2024 Credit Agreement, as amended.
Interest is payable under the 2031 Six Notes semi-annually in May and November. • $850 million of 6.625% senior secured notes, maturing in May 2032. Interest is payable under the 2032 Six Notes semi-annually in May and November. • $272 million of borrowings under the $850 million senior secured revolving credit facility under the 2024 Credit Agreement, as amended.
Business Overview The Combined Company is North America's largest regional amusement park operator with 27 amusement parks, 15 separately gated water parks and nine resorts. Of the 42 amusement and water parks, 38 are located in the United States, two are located in Mexico and two are located in Canada.
Business Overview The Company is North America's largest regional amusement park operator with 26 amusement parks, 15 separately gated water parks and nine resorts. Of the 41 amusement and water parks, 37 are located in the United States, two are located in Mexico and two are located in Canada.
There was $10.0 million of current maturities outstanding and payable within the next twelve months as of December 31, 2024 related to the senior secured term debt facility. • $500 million of 5.375% senior unsecured notes, maturing in April 2027.
There was $15.0 million of current maturities outstanding and payable within the next twelve months as of December 31, 2025 related to the senior secured term debt facility. • $500 million of 5.375% senior unsecured notes, previously set to mature in April 2027.
As a result, a substantial portion of the Combined Company's revenues are expected to be generated from Memorial Day through Labor Day with the major portion concentrated during the peak vacation months of July and August. The fall and winter seasons have also become more important to the Combined Company's operations due to the popularity of fall and winter events.
As a result, a substantial portion of the Company's revenues are expected to be generated from Memorial Day through Labor Day with the major portion concentrated during the peak vacation months of July and August. The fall season is also important to the Company's operations due to the popularity of fall and Halloween events.
Accordingly, the timing of such conditions or events can have a disproportionate adverse effect upon revenues. Each of the parks is overseen by a general manager or park president and operates autonomously. Management reviews operating results, evaluates performance and makes operating decisions, including allocating resources, on a park-by-park basis.
Accordingly, the timing of such conditions or events can have a disproportionate adverse effect upon revenues. Management reviews operating results, evaluates performance and makes operating decisions, including allocating resources, on a park-by-park basis.
These costs are added back to net (loss) income to calculate Modified EBITDA and Adjusted EBITDA and include enacted cost savings initiatives related to overhead and administrative costs incurred by Former Six Flags, specifically for insurance premiums, legal costs and information technology costs; repairs for unusual weather events; certain legal and consulting expenses; Mexican VAT taxes on intercompany activity; severance and related benefits; payments related to the Partnership Parks; cost of goods sold recorded to align inventory standards following the Mergers; and contract termination costs.
These costs are added back to net (loss) income to calculate Modified EBITDA and Adjusted EBITDA and include certain legal and consulting expenses; enacted cost savings initiatives related to overhead and administrative costs incurred by Former Six Flags, specifically for insurance premiums, 29 Table of Contents legal costs and information technology costs; certain costs at a combination amusement and water park located in Bowie, Maryland since its closure; repairs for unusual weather events; Mexican VAT taxes on intercompany activity; cost of goods sold recorded to align inventory standards following the Mergers; administrative payments related to the Partnership Parks; and contract termination costs.
Interest is payable under the 2027 senior notes semi-annually in April and October. • $300 million of 6.500% senior unsecured notes, maturing in October 2028. Interest is payable under the 2028 senior notes semi-annually in April and October. • $500 million of 5.250% senior unsecured notes, maturing in July 2029.
Interest is payable under the 2028 senior notes semi-annually in April and October. • $500 million of 5.250% senior unsecured notes, maturing in July 2029. Interest is payable under the 2029 senior notes semi-annually in January and July. • $500 million of 5.500% senior unsecured notes, previously set to mature in April 2027.
The 2024 Credit Agreement also provides for the issuance of documentary and standby letters of credit. After letters of credit of $40.6 million as of December 31, 2024, the Combined Company had $494.4 million of availability under the former revolving credit facility. Letters of credit are primarily in place to backstop insurance arrangements.
The 2024 Credit Agreement also provides for the issuance of documentary and standby letters of credit. After letters of credit of $45.8 million as of December 31, 2025, the Company had $532.2 million of availability under the revolving credit facility. Letters of credit are primarily in place to backstop insurance arrangements.
Consequently, when adverse conditions or events occur during the operating season, particularly during the peak vacation months of July and August or the important fall season, there is only a limited period of time during which the impact of those conditions or events can be mitigated.
Consequently, when adverse conditions or events occur during the operating season, particularly during the peak vacation months of July and August or the important fall season (for example, the extreme weather events that negatively impacted the Company's results during the second quarter of 2025), there is only a limited period of time during which the impact of those conditions or events can be mitigated.
The objective of the Combined Company's financial risk management is to reduce the potential negative impact of interest rate and foreign currency exchange rate fluctuations to acceptable levels. Market risk sensitive instruments are not acquired for trading purposes.
The objective of the Company's financial risk management is to reduce the potential negative impact of interest rate and foreign currency exchange rate fluctuations to acceptable levels. Market risk sensitive instruments are not acquired for trading purposes. Interest rate risk is typically managed using a combination of fixed-rate and variable-rate long-term debt.
Prior to the Mergers, Former Cedar Fair did not have net income attributable to non-controlling interests. Modified EBITDA and Adjusted EBITDA are not measurements of operating performance computed in accordance with generally accepted accounting principles ("GAAP") and should not be considered as a substitute for operating income, net income or cash flows from operating activities computed in accordance with GAAP.
Modified EBITDA and Adjusted EBITDA are not measurements of operating performance computed in accordance with generally accepted accounting principles ("GAAP") and should not be considered as a substitute for operating income, net income or cash flows from operating activities computed in accordance with GAAP.
The Combined Company has also committed to capital expenditures between $175 million to $225 million, most of which will be paid in 2025, and license commitments of approximately $10 million per year through 2030 and $6.5 million per year from 2031 through 2035.
The Company has also committed to certain capital expenditures of approximately $90 million, most of which will be paid in 2026, and license commitments of approximately $10 million per year through 2030 and $6.7 million per year from 2031 through 2034.
If the pro forma Total Indebtedness to Consolidated Cash Flow Ratio is less than or equal to 5.25x, the Combined Company can make restricted payments up to its restricted payment pool so long as no default or event of default has occurred and is continuing or would occur as a consequence thereof.
Pursuant to the terms of the indentures governing the Company's senior notes, if the pro forma Total Indebtedness to Consolidated Cash Flow Ratio (as defined in the indentures governing the 2028 senior notes, 2029 senior notes and 2031 Six Notes) or the pro forma Net Total Leverage Ratio (as defined in the 2032 senior notes and the 2032 Six Notes) is less than or equal to 5.50x, the Company can make restricted payments up to its restricted payment pool so long as no default or event of default has occurred and is continuing or would occur as a consequence thereof.
Revenues from multi-use products, including season-long products for admission, dining, beverage and other products, as well as the first 12-month period for membership products, are recognized over the estimated number of uses expected for each type of product.
Most revenues are recognized on a daily basis based on actual guest spend at the properties. Revenues from multi-use products, including season-long products for admission, dining, beverage and other products and the first 12-month non-cancelable period for membership products, are recognized over the estimated number of uses expected for each type of product.
Accordingly, financial results and disclosures for the year ended December 31, 2024 reflect combined operations for only July 1, 2024, through December 31, 2024, and include only Former Cedar Fair's results before giving effect to the Mergers for the first six months of 2024.
Financial results and disclosures for the year ended December 31, 2024 include only Cedar Fair's results before giving effect to the Mergers through June 30, 2024 and include Combined Company results from July 1, 2024 through December 31, 2024.
Discrete financial information and operating results are prepared at the individual park level for use by the CEO, who is the Chief Operating Decision Maker (CODM), as well as by the Chief Financial Officer, the Chief Operating Officer, Senior Vice Presidents and the general managers or park presidents of the parks.
Discrete financial information and operating results are prepared at the individual park level for use by the CEO, who is the Chief Operating Decision Maker (CODM), as well as by the Chief Financial Officer, the Chief Operating Officer and Senior Vice Presidents. The Company operates within a single reportable segment of amusement and water parks with accompanying resort facilities.
The Combined Company operates within a single reportable segment of amusement/water parks with accompanying resort facilities. The following operational measures are key performance metrics in the Combined Company's managerial and operational reporting. They are used as major factors in significant operational decisions as they are the primary drivers of financial and operational performance, measuring demand, pricing and consumer behavior.
The following operational measures are key performance metrics in the Company's managerial and operational reporting. They are used as major factors in significant operational decisions as they are the primary drivers of financial and operational performance, measuring demand, pricing and consumer behavior.
The Combined Company, Canada's Wonderland Company ("Cedar Canada"), Magnum Management Corporation ("Magnum"), and Millennium Operations LLC (“Millennium”) are the co-issuers of the registered senior notes. Substantially concurrently with the closing and in connection with the Mergers, the Combined Company entered into supplemental indentures to assume all of Former Cedar Fair's obligations under the indentures governing the registered senior notes.
Substantially concurrently with the closing and in connection with the Mergers, the Company entered into supplemental indentures to assume all of Former Cedar Fair's obligations under the indentures governing the registered senior notes.
(2) During the third quarter of 2024, an actuarial analysis of Former Cedar Fair's self-insurance reserves resulted in a change in estimate that increased the incurred but not reported ("IBNR") reserves related to these self-insurance reserves by $14.9 million. The increase was driven by an observed pattern of increasing litigation and settlement costs. See Note 1 for additional information.
(3) During the third quarter of 2024, an actuarial analysis of Former Cedar Fair's self-insurance reserves resulted in a change in estimate that increased the incurred but not reported ("IBNR") reserves related to these self-insurance reserves by $14.9 million.
Cash Flows The following table presents key cash flow information for the years ended December 31, 2024 and December 31, 2023: Years Ended December 31, 2024 2023 (Amounts in thousands) Net cash from operating activities $ 373,412 $ 325,675 Net cash for investing activities (472,616) (220,422) Net cash from (for) financing activities 117,973 (143,001) Effect of exchange rate on cash and cash equivalents (1,083) 2,047 Net increase (decrease) in cash and cash equivalents $ 17,686 $ (35,701) Net cash from operating activities in 2024 totaled $373.4 million, an increase of $47.7 million compared with 2023.
Cash Flows The following table presents key cash flow information for the years ended December 31, 2025 and December 31, 2024: Years Ended December 31, 2025 2024 (Amounts in thousands) Net cash from operating activities $ 327,469 $ 373,412 Net cash for investing activities (479,667) (472,616) Net cash from financing activities 155,405 117,973 Effect of exchange rate on cash and cash equivalents 4,753 (1,083) Net increase in cash and cash equivalents $ 7,960 $ 17,686 Net cash from operating activities in 2025 totaled $327.5 million, a decrease of $45.9 million compared with 2024.
After the items above and net loss attributable to non-controlling interests, net loss attributable to Six Flags Entertainment Corporation for 2024 totaled $231.2 million, or $3.22 per diluted share of common stock. The net loss included $6.1 million of net income relating to the Former Six Flags operations during the six months ended December 31, 2024.
After the items above and income attributable to non-controlling interests, net loss attributable to Six Flags Entertainment Corporation for 2025 totaled $1.60 billion, or $15.89 per diluted share of common stock. The net loss included $259.4 million of net loss related to the Former Six Flags operations during the six months ended June 29, 2025.
For a discussion regarding 2022 results, including comparisons of 2023 results to 2022 results, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" within Cedar Fair's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 16, 2024. 2024 vs. 2023 The results for the year ended December 31, 2024 are not directly comparable with the results for the year ended December 31, 2023 because the year ended December 31, 2024 included the results of Former Six Flags operations from the Closing Date of the Mergers forward (see N ote 2 ).
For a discussion regarding 2023 results, including comparisons of 2024 results to 2023 results, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" within the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 3, 2025. 26 Table of Contents 2025 vs. 2024 The results for the year ended December 31, 2025 are not directly comparable with the results for the year ended December 31, 2024 because the year ended December 31, 2024 only includes the results of Former Six Flags operations from July 1, 2024 through December 31, 2024.
Before reduction for debt issuance costs, the Combined Company's long-term debt agreements as of December 31, 2024 consisted of the following: 30 T able of Contents • $995 million of senior secured term debt, maturing in May 2031 under the 2024 Credit Agreement, as amended.
Before reduction for debt issuance costs, original issue discount and acquisition fair value layers, the Company's long-term debt agreements as of December 31, 2025 consisted of the following: • $1,481 million of senior secured term debt, maturing in May 2031 under the 2024 Credit Agreement, as amended.
The Obligor Group's amounts due from, amounts due to, and transactions with the non-guarantor subsidiaries have not been eliminated and included intercompany receivables from non-guarantors of $123.6 million and $14.3 million as of December 31, 2024 and December 31, 2023, respectively. 32 T able of Contents Summarized Financial Information (In thousands) Six Flags Entertainment Corporation (2024) Cedar Fair L.P.
The summarized financial information excludes results of the non-guarantor subsidiaries. The Obligor Group's amounts due from, amounts due to, and transactions with the non-guarantor subsidiaries have not been eliminated and included intercompany receivables from non-guarantors of $188.3 million and $123.6 million as of December 31, 2025 and December 31, 2024, respectively.
The Combined Company's principal costs and expenses have recently been impacted by increased wage rates, driven both by market rates and statutory rates, higher insurance costs, and general inflation affecting the costs of inventory, services and supplies. The Combined Company's operations are seasonal.
The Company's principal costs and expenses have recently been impacted by increased wage rates, driven both by market rates and statutory rates, higher insurance costs, and general inflation affecting the costs of inventory, services and supplies. The Company acquires rides, attractions, inventory, and supplies from foreign countries, of which many rides and attractions require specialized manufacturing.
As of December 31, 2024, variable rate debt included $995 million of senior secured term loan facility borrowings and borrowings under an $850 million revolving credit facility under the 2024 Credit Agreement, as amended.
Translation exposures with regard to Canadian and Mexican operations are not hedged. As of December 31, 2025, variable rate debt included $1,481 million of senior secured term loan facility borrowings and borrowings under an $850 million revolving credit facility under the 2024 Credit Agreement, as amended.
In-park revenues, in-park per capita spending and out-of-park revenues are non-GAAP measures. Attendance is defined as the number of guest visits to amusement parks and separately gated outdoor water parks. Attendance is driven by various factors, including pricing, new rides and product offerings, guest satisfaction, weather, advertising programs, perceived safety of the parks and economic conditions.
In-park revenues, per capita spending, in-park admissions revenues, admissions per capita spending, in-park product revenues, in-park product per capita spending, and out-of-park revenues are non-GAAP measures. Attendance is defined as the number of guest visits to amusement parks and separately gated outdoor water parks.
As such, the Combined Company has not declared a dividend and has no immediate plans to do so. Capital expenditures for the Combined Company are expected to total between $475 million and $500 million in 2025.
The Company's capital allocation priorities include reducing outstanding debt and reinvesting in the business. As such, the Company has not declared a dividend and has no immediate plans to do so. Capital expenditures for the Company are expected to total between $400 million and $425 million in 2026.
Cash interest payments for the Combined Company are expected to range from $305 million to $315 million in 2025. Cash payments for income taxes for the Combined Company are expected to range from $105 million to $115 million in 2025. As of December 31, 2024, deferred revenue totaled $308.3 million, including non-current deferred revenue.
Cash interest payments for the Company are expected to range from $320 million to $330 million in 2026. Cash payments for income taxes for the Company, excluding refunds, are expected to range from $25 million to $30 million in 2026. As of December 31, 2025, deferred revenue totaled $310.8 million, including non-current deferred revenue.
The results for the year ended December 31, 2024 include the results of Former Six Flags operations from the Closing Date of the Mergers forward (see Note 2 ). 28 T able of Contents Years Ended December 31, (In thousands) 2024 2023 Net (loss) income $ (206,665) $ 124,559 Interest expense, net 234,770 138,952 Provision for taxes 240,843 48,043 Depreciation and amortization 318,113 157,995 EBITDA 587,061 469,549 Loss on early debt extinguishment 7,974 — Non-cash foreign currency loss (gain) 30,557 (5,594) Non-cash equity compensation expense 63,809 22,611 Loss on retirement of fixed assets, net 18,064 18,067 Loss on impairment of goodwill 42,462 — Costs related to the Mergers (1) 118,336 22,287 Self-insurance adjustment (2) 14,865 — Other (3) 16,662 752 Modified EBITDA 899,790 527,672 Net income attributable to non-controlling interests 24,499 — Adjusted EBITDA $ 875,291 $ 527,672 Modified EBITDA margin (4) 33.2 % 29.3 % (1) Consists of third-party legal and consulting transaction costs, as well as integration costs related to the Mergers.
Years Ended December 31, (In thousands) 2025 2024 Net loss $ (1,549,466) $ (206,665) Interest expense, net 359,958 234,770 (Benefit) provision for taxes (163,980) 240,843 Depreciation and amortization 486,383 318,113 EBITDA (867,105) 587,061 Loss on early debt extinguishment — 7,974 Non-cash foreign currency (gain) loss (22,583) 30,557 Non-cash equity compensation expense 64,157 63,809 Loss on retirement of fixed assets, net 40,670 18,064 Loss on impairment of goodwill and other intangibles 1,518,099 42,462 Loss on other assets 791 — Costs related to the Mergers (1) 48,911 118,336 Severance (2) 44,564 1,397 Self-insurance adjustment (3) — 14,865 Other (4) 14,138 15,265 Modified EBITDA 841,642 899,790 Net income attributable to non-controlling interests 49,632 24,499 Adjusted EBITDA $ 792,010 $ 875,291 Modified EBITDA margin (5) 27.1 % 33.2 % (1) Consists of third-party legal and consulting transaction costs, as well as integration costs related to the Mergers.
The Combined Company's pro forma Total Indebtedness to Consolidated Cash Flow Ratio was less than 5.25x as of December 31, 2024. On November 9, 2023, Cedar Fair entered into supplemental indentures related to the 2025 senior notes, 2027 senior notes, 2028 senior notes and 2029 senior notes (the "Amendments") following receipt of requisite consents from the holders of the notes.
On November 9, 2023, Cedar Fair entered into supplemental indentures related to the 2025 senior notes, 2027 senior notes, 2028 senior notes and 2029 senior notes (the "Amendments") following receipt of requisite consents from the holders of the notes.
Due to the seasonality of the business, pre-opening operations are funded with revolving credit borrowings, which are reduced with positive cash flow during the seasonal operating period. Primary uses of liquidity include operating expenses, capital expenditures, interest payments, and income tax obligations.
Liquidity and Capital Resources The Company's principal sources of liquidity include cash from operating activities, funding from long-term debt obligations and existing cash on hand. Due to the seasonality of the business, pre-opening operations are funded with revolving credit borrowings, which are reduced with positive cash flow during the seasonal operating period.
The year ended December 31, 2024 included 4,369 operating days compared with 2,365 operating days for the year ended December 31, 2023, an increase of 2,004 operating days. There were 2,129 operating days in the year ended December 31, 2024 at Former Six Flags parks following the completion of the Mergers.
The year ended December 31, 2025 included 5,738 operating days compared with 4,369 operating days for the year ended December 31, 2024, an increase of 1,369 operating days. There were 1,513 operating days for the six-month period ended June 29, 2025 at Former Six Flags parks.
The amount for 2024 included $122.8 million of operating income attributable to the Former Six Flags operations during the six months ended December 31, 2024.
The amount for 2025 included $162.9 million of operating loss attributable to the Former Six Flags operations during the six months ended June 29, 2025.
Integration costs include third-party consulting costs, contract termination costs, retention bonuses, severance related to the Mergers, integration team salaries and benefits, maintenance costs to update Former Six Flags parks to Cedar Fair standards, onboarding of new advertising firms, and travel costs. See Note 2 for additional information related to the Mergers.
Integration costs include third-party consulting costs, costs to integrate information technology systems, integration team salaries and benefits, retention bonuses, maintenance costs to update Former Six Flags parks to Cedar Fair standards and certain legal costs (see Note 2 to the accompanying consolidated financial statements).
Major attendance categories include single-day attendance related to a single-day ticket, including sales to groups, season pass attendance related to season passes that are valid for an operating 23 T able of Contents season, and membership attendance related to memberships that are valid for a 12-month non-cancelable period and until the guest cancels thereafter.
Major attendance categories include single-day attendance related to a single-day ticket, including sales to groups, season pass attendance related to season passes that are valid for an operating season, and membership attendance related to memberships that are valid for a 12-month non-cancelable period and until the guest cancels thereafter. 23 Table of Contents Per capita spending is calculated as revenues generated within the Company's amusement parks and separately gated outdoor water parks along with related parking revenues and online transaction fees charged to customers ( in-park revenues ), divided by total attendance.
Revenue Recognition Revenues are generated from sales of (1) admission to amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources. Most revenues are recognized on a daily basis based on actual guest spend at the parks.
In addition, management has observed a pattern of increasing litigation and settlement costs in recent years, including exceptionally high verdicts or settlements. Revenue Recognition Revenues are generated from sales of (1) admission to amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources.
The refinancing events also resulted in a loss on early debt extinguishment of $8.0 million during 2024. Other expense (income), net primarily represented the remeasurement of U.S. dollar denominated notes to an entity's functional currency. For 2024, a provision for income taxes of $240.8 million was recorded compared with $48.0 million for 2023.
The loss on early debt extinguishment of $8.0 million in the prior period was attributable to the full redemption of the 2025 senior notes, which were refinanced with a $1.0 billion senior secured term loan facility. Other (income) expense, net primarily represented the remeasurement of U.S. dollar denominated notes to an entity's functional currency.
Self-Insurance Reserves Self-insurance reserves are recorded for the estimated amounts of guest and employee claims and related expenses incurred each period. Reserves are established for both identified claims and incurred but not reported ("IBNR") claims and are recorded when claim amounts become probable and estimable.
Reserves are established for both identified claims and incurred but not reported ("IBNR") claims and are recorded when claim amounts become probable and estimable. Reserves for identified claims are based upon historical claim experience and third-party estimates of settlement costs. Reserves for IBNR claims are based upon claims data history.
During the third quarter of 2024, management tested the Schlitterbahn reporting unit's fair value due to a decline in estimated future cash flows as a result of shifting investment priorities at those locations following the Mergers. Management concluded the estimated fair value of the Schlitterbahn reporting unit no longer exceeded its carrying value.
During the third quarter of 2024, management tested the Schlitterbahn reporting unit for impairment due to a decline in estimated future cash flows as a result of changes in planned capital allocations across the Company portfolio following the Mergers.
Interest is payable under the 2027 Six Notes semi-annually in April and October. • $800 million of 7.250% senior unsecured notes, maturing in May 2031. Interest is payable under the 2031 Six Notes semi-annually in May and November. • $850 million of 6.625% senior secured notes, maturing in May 2032.
Interest was payable under the 2027 Six Notes semi-annually in April and October, and the notes were redeemed in full on February 5, 2026 with the proceeds of the 2032 senior notes (see Note 14 to the accompanying consolidated financial statements). • $800 million of 7.250% senior unsecured notes, maturing in May 2031.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The information appearing under the subheading "Quantitative and Qualitative Disclosures about Market Risk" under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this report is incorporated herein by reference. 34 T able of Contents
Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The information appearing under the subheading "Quantitative and Qualitative Disclosures about Market Risk" under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this report is incorporated herein by reference. 34 Table of Contents