FUN 10-K & 10-Q changes, risk factors and insider trading

The Combined Company may be unable to integrate the businesses of Former Six Flags and Former Cedar Fair successfully or realize the anticipated benefits of the Mergers.

On July 1, 2024, the previously announced Mergers between Former Six Flags and Former Cedar Fair as contemplated byconsummated the Merger Agreement were completed.Mergers. The combination of two independent companies and businesses is complex, costly and time consuming, and requires significant management attention and resources to integrate the business practices and operations of Former Six Flags and Cedar Fair. Potential difficulties that the Combined 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 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;

•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 Combined Company’s amusement and water parks;

•the assumption of contractual obligations with less favorable or more restrictive terms; and

Any of these ongoing issues could adversely affect the Combined 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 Combined Company’s results of operation or cash flows, decrease or delay any accretive effect of the transactions and negatively impact the price of the Combined Company’s common stock.

Further, many of the aforementioned issues are outside of the Combined Company’s control and any of them could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy, which could materially impact the business, financial condition or results of operations of the Combined Company. 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. Some of the anticipated synergies are also not expected to occur for a period of time following the closing of the Mergers and may involve unanticipated costs and require significant capital expenditures in the near term to be fully realized. Even if the Combined Company is able to integratecomplete the integration of the two previous companies successfully, the anticipated benefits of the Mergers, including the expected synergies, may not be realized fully or at all and may take longer to realize than expected. 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.

Due to the Mergers, the Combined Company’s future ability to use net operating losses ("NOLs") to offset future taxable income may be restricted and these net operating lossesNOLs could expire or otherwise be unavailable.

As a result of the Mergers, the Combined Company’s ability to use NOLs to offset future taxable income may be restricted and these NOLs could expire or otherwise be unavailable. In general, under Section 382 of the Internal Revenue Code and corresponding provisions of state law, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change NOLs to offset future taxable income. For these purposes, an ownership change generally occurs where the aggregate stock ownership of one or more shareholders or groups of shareholders who owns at least 5% of a corporation’s stock increases its ownership by more than 50 percentage points over its lowest ownership percentage within a specified testing period. 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. There is also a risk that, due to regulatory changes or for other unforeseen reasons, existing NOLs could expire or otherwise be unavailable to offset future income tax liabilities. In addition, the U.S. Tax Cuts and Jobs Act of 2017 (the “Tax Act”) resulted in a reduction in the economic benefit of the NOLs and other deferred tax assets available to us. Under the Tax Act, U.S. federal NOLs generated after December 31, 2017 will not be subject to expiration.

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. Both attendance and spending at the parks are key drivers of revenues and profitability, and reductions in either can directly and negatively affect revenues and profitability. A decrease in discretionary spending due to a decline in consumer confidence in the economy, an economic slowdown or deterioration in the economy could adversely affect the frequency with which guests choose to attend the parks and the amount that guests spend on products when they visit.

Periods of inflation or economic downturn could also impact the Combined Company's ability to obtain supplies and services and increase its operating costs. Inflationary effects and supply chain disruptions may continue or worsen. Changes in importIncreasing tariffs and continuing trade policiesdisruptions mayalso resultincrease inthe increasedCompany's overall costs and potentialexpenses marketon disruptions.park and ride maintenance, and decrease the amount of discretionary spending of the Company's customers. 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. 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. The materialization of these risks could lead to a decrease in revenues, operating income and cash flows.

A significant portion of the Combined Company's expenses are relatively fixed because the costs for full-time employees, maintenance, utilities,insurance, advertisingadvertising, utilities and insurancelease payments do not vary significantly with attendance. These fixed costs may increase and may not be able to be reduced at a rate proportional with ongoing attendance levels. If cost-cutting efforts are insufficient or are impractical, the Combined Company could experience a material decline in margins, profitability and cash flows. Such effects can be especially pronounced during periods of economic contraction or slow economic growth.

Bad or extreme weather conditions can adversely impact attendance at the parks,parks and hinder operations, which in turn would reduce revenues.

Because most of the attractions at the parks are outdoors, attendance at the parks can be adversely affected by continuous bad or extreme weather and by forecasts of bad or mixed weather conditions, particularly during weekends, holidays or other peak periods, which would negatively affect revenues.attendance and revenues at the Company's parks. In recent years, including during 2025, attendance at the Company's parks was negatively impacted by significantly worse than expected weather conditions, including severe thunderstorms, heavy winds, wildfires, and excessive heat. Adverse weather events have also, and could in the future, cause the Company to incur significant costs to repair or replace rides or facilities and/or cause extended closure times if rides or facilities have to be replaced. The ownership of many parks in different geographic locations reduces, but does not completely eliminate, the effect that adverse weather can have on consolidated results. This risk could be magnified by the effects of climate change, including more extreme temperatures, excessive precipitation or wind, wildfires and hurricanes.

Insurance coverage may not be adequate to cover all possible losses that the Combined Company could suffer, and insurance costs may increase.

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. Companies engaged in the amusement park business may be sued for substantial damages in the event of an actual or alleged incident. Incidents occurring at the parks or at competing parks could reduce attendance, increase insurance premiums and/or retention levels, and negatively impact operating results. Increased self-insurance retention levels may also result in larger than historical payments related to claims. Several factors have increased, and may continue to increase, the Company's self-insurance costs, such as conditions of the insurance market, the availability of insurance, occurrence of exceptionally high verdicts or settlements that could have resulted in such verdicts, and/or changes in applicable regulations.

The safety of guests and employees is one of the Combined Company's top priorities. Amusement and water parks feature thrill rides. There are inherent risks involved with these attractions, and an accident or a serious injury at any of the parks could result in negative publicity and could reduce attendance and result in decreased revenues. In addition, accidents or injuries at facilities operated by competitors, including other amusement and water parks, could influence the general attitudes of patrons and adversely affect attendance at the parks. Other types of incidents such as food borne illnesses, product recalls on items sold, and disruptive, negative guest behavior which have either been alleged or proved to be attributable to the parks or competitors could adversely affect attendance and revenues.

Consumer behavior and preferences changed in response to the effectsCOVID-19 ofpandemic. As a result, the COVID-19 pandemic, including impacts on discretionary consumer spending due to economic uncertainty and changing risk tolerances of employees and guests regarding health matters. Future significant volatility or reductions in demand for, or interest in, the parks could materially adversely impact attendance, in-park per capita spending and revenue. In addition, the Combined Company could experience damage to its brand and reputation due to actual or perceived health risks associated with the parks or the amusement park industry which could have a similar material adverse effect on attendance, in-park per capita spending and revenue. 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.

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 primarily throughout North America. 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.

A large portion of the Combined Company's sales are processed online and utilize third party technology platforms. Increased dependence on these technology platformsplatforms, including these platforms' usage of artificial intelligence, may adversely impact sales, and therefore revenues, if key systems are disrupted for an extended period of time.

The amusement and water park industry demands the use of sophisticated technology and systems for operation of the parks, ticket, membership and season pass sales and management, and labor and inventory management. Information and artificial intelligence technology systems continue to evolve and, in order to remain competitive, the Combined Company must implement new technologies and systems in a timely and efficient manner. The development and maintenance of these technologies may require significant investment and may present new or enhanced risks, and we may not achieve the anticipated benefits from such new developments or upgrades.

The Combined Company's growth strategy may not achieve the anticipated results.

The Combined Company's future success will depend on its ability to grow the business. The Combined Company grows the business through acquisitions and capital investments to improve its parks through new rides and attractions, as well as in-park product offerings and product offerings outside of the parks. Growth and innovation strategies require significant commitments of management resources and investments may not grow revenues at the rate expected or at all. As a result, the Combined Company may not be able to recover the costs incurred in developing new projects and initiatives, or to realize their intended or projected benefits, which could have a material adverse effect on its business, financial condition or results of operations.

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 parks compete for discretionary spending and discretionary free time with other amusement and water parks and with other types of recreational activities and forms of entertainment, including movies, sporting events, restaurants and vacation travel. As a result, management must make certain decisions that evolve around park patron engagement, advertising strategy and practices, and ticket pricing. These decisions may substantially impact park attendance and revenues at specific parks and throughout the business. The business is also subject to factors that generally affect the recreation and leisure industries and are not within the Combined Company's control. Such factors include, but are not limited to, general economic conditions, including relative fuel prices, and changes in consumer tastes and spending habits. The principal competitive factors of a park include location, price, the uniqueness and perceived quality of the rides and attractions, the atmosphere and cleanliness of the park and the quality of its food and entertainment. 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 Combined Company's operations are seasonal. In a typical year at Former Six Flags and Former Cedar Fair,2025, approximately 70% of annual attendance and revenue occurred during the second and third quarters of each year.quarters. 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. 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. 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.

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. In addition, if third party suppliers’ financial condition deteriorates, they go out of business or there is a disruption to the flow of goods due to tariffs or trade policies, the Combined Company may not be able to obtain the full benefit of manufacturer warranties or indemnities typically contained in its contracts or may need to incur greater costs for the maintenance, repair, replacement or insurance of these assets.

The Combined Company may not be able to realize the benefits of its international agreements.

Various external factors, including difficult economic and political conditions throughout the world, could negatively affect the success of Six Flags Qiddiya City and Aquarabia Qiddiya City in Saudi Arabia, as well as the progress of initiatives to develop other new parks outside of North America. These initiatives could be delayed, and theThe ultimate success of such parks may be uncertain.

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. International agreements are also subject to additional risks, including the performance of partners and their ability to obtain financing and government approvals; the impact of economic fluctuations in economies outside of the U.S.; difficulties and costs of staffing and managing foreign operations due to distance, language and cultural differences; changes or uncertainties in economic, legal, regulatory, social and political conditions; the enforceability of intellectual property and contract rights; and foreign currency exchange rate fluctuations, currency controls, and potentially adverse tax consequences of overseas operations. If the Combined Company does not realize the benefits of such transactions, it could have an adverse effect on its financial performance. In addition, negative events, accidents, injuries or other disturbances at parks outside of North America could negatively affect the Company's reputation or brand. This may result in a decrease in attendance at the affected parks, as well as the Company's North American parks, and could adversely impact the Company's results of operations.

The Combined Company may not be able to renew its leases on acceptable terms or at all and the Combined Company's leases contain default provisions that, if enforced or exercised by the landlord, could significantly impact the operations at those parks.

Several of the Combined Company's amusement and water parks are located on properties that are leased and are not owned. The Combined Company cannot guarantee that the leases will be renewed on acceptable terms or at all. In addition, certain of the leases permit the landlord to terminate the lease if there is a default under the lease, including, for example, failure to pay rent, utilities and applicable taxes in a timely fashion or to maintain certain insurance. 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. In addition, any disputes that may result from such a non-renewal or termination may be expensive to pursue and may divert money and management’s attention from other operations and adversely affect the Combined Company's business, financial condition or results of operations.

Intellectual property, including trademarks and domain names and other proprietary rights, constitutes a meaningful part of the Combined Company's value. 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. However, these measures may not be successful in any given case, particularly in those countries where the laws do not protect proprietary rights as fully as in the United States. 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. 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. 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 termination of these licenses, or a material increase in the cost to retain these licenses, could have a material adverse effect on Combined Company's business, financial condition or results of operations.

The Combined Company may be subject to claims for infringing the intellectual property rights of others, which could be costly and result in the loss of intellectual property rights.

It cannot be certain that the Combined Company does not and will not infringe the intellectual property rights of others. The Combined Company may be subject to litigation and other claims in the ordinary course of business based on allegations of infringement or other violations of the intellectual property rights of others. Regardless of their merits, intellectual property claims can divert the efforts of personnel and are often time-consuming and expensive to litigate or settle. 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. 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 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.

The Combined Company had $4.96$5.2 billion of outstanding indebtedness as of December 31, 20242025 (before reduction of debt issuance costs and acquisition fair value layers). This amount of indebtedness could have important consequences. For example, it could:

•limit the Combined Company's ability to borrowobtain moneyadditional financing for working capital, capital expenditures, debt service requirements, strategic initiativesinitiatives, acquisitions, funding of financial obligations under its Partnership Park (as defined below) arrangements or other purposes;

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. 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. 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. 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. 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.

Despite the amount of the Combined Company's indebtedness, it may be able to incur additional indebtedness, which could further exacerbate the risks associated with the amount of its indebtedness.

The Combined Company's debt agreements contain restrictions that could limit its flexibility in investing in the business.

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;

•consolidate, merge, amalgamate, sell or otherwise dispose of all or substantially all of the Combined Company's assets;

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 breach of any of these covenants or non-compliance with any of these financial ratios and tests could result in an event of default under debt agreements, which, if not cured or waived, could result in acceleration of the related debt and the acceleration of debt under other instruments evidencing indebtedness that may contain cross-acceleration or cross-default provisions. 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. Factors that may impact its credit ratings include the sizable attendance and revenue generated from its portfolio of geographically diversified regional amusement parks and water parks, vulnerability to cyclical discretionary consumer spending, and seasonality of its operations. A negative change in the Combined Company ratings or the perception such a change might occur could adversely affect the market price of its common stock.

The Combined Company is a holding company and is dependent on cash flows, including dividends and other distributions, from its subsidiaries.

The Combined Company is a holding company and substantially all of its operations are conducted through direct and indirect subsidiaries. As a holding company, it has no significant assets other than its equity interests in its subsidiaries. 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. 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.

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. 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.

On July 1, 2024, the previously announced merger of equals transaction contemplated by the Merger Agreement, by and among CopperSteel HoldCo, Inc., Cedar Fair, Former Six Flags and Copper Merger Sub, was completed. Upon the consummation of the Mergers, the separate legal existences of each of Copper Merger Sub, Cedar Fair and Former Six Flags ceased, and the Combined Company changed its name to “Six Flags Entertainment Corporation”. The Combined Company trades on the New York Stock Exchange under the ticker symbol "FUN". References to the "Partnership," "Cedar Fair," or "Former Cedar Fair" are to Cedar Fair prior to the Mergers, and references to the "Combined Company" and the "Company" are to Cedar Fair, Former Six Flags and Copper Merger Sub after giving effect to the Mergers. The Mergers were entered into to create a leading amusement park operator with an expanded and diversified property portfolio, improved guest experience utilizing the complementary operating capabilities of Cedar Fair and Former Six Flags, and the opportunity for accelerated investment in the Cedar Fair and Former Six Flags properties with the cash flows of the Combined Company. For additional information, see the Explanatory Note in this Annual Report on Form 10-K and Note 2.2 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. Accordingly, unless indicated otherwise, financial results and disclosures within this Management's Discussion and Analysis referringas toof periodsDecember prior31, to2025, theas Closingof DateDecember include31, only Former Cedar Fair's results before giving effect to the Mergers, including financial results2024, and disclosures for the year ended December 31, 2023.2025 The results for Former Six Flags are included inreflect the Combined Company's resultsoperations. from the Closing Date forward. Accordingly, financialFinancial 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 forthrough theJune first30, six2024 monthsand ofinclude Combined Company results from July 1, 2024 through December 31, 2024.

The Combined Company is North America's largest regional amusement park operator with 2726 amusement parks, 15 separately gated water parks and nine resorts. Of the 4241 amusement and water parks, 3837 are located in the United States, two are located in Mexico and two are located in Canada. The parks generate revenues 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 Combined Company's principal costs and expenses, which include salaries and wages, operating and maintenance supplies, maintenance, insurance, advertisingadvertising, utilities and lease payments, are relatively fixed for a typical operating season and do not vary significantly with attendance. 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 Company acquires rides, attractions, inventory, and supplies from foreign countries, of which many 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.

The Combined Company's operations are seasonal. In a typical year at Former Six Flags and Cedar Fair,2025, approximately 70% of annual attendance and revenue occurred during the second and third quarters of each year.quarters. 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 andseason winter seasons haveis also become more important to the Combined Company's operations due to the popularity of fall and winterHalloween events. 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,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. 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. 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,Officer and Senior Vice Presidents and the general managers or park presidents of the parks.Presidents. The Combined Company operates within a single reportable segment of amusement/ and 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. In-park revenues, per capita spending, in-park admissions revenues, admissions per capita spendingspending, 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. Attendance is driven by various factors, including pricing, new rides and product offerings, guest satisfaction, weather, pricing, advertising programs, perceived safety of the parks and economic conditions. 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.

In-park perPer 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. In-park perPer 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,merchandise, games and extra-charge products. Extra-charge products include premium benefit offerings such as front-of-line products. 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. In-park product per capita spending is calculated as all other revenues generated within the Company's amusement parks and separately gated water parks, including food and beverage, merchandise, games and extra-charge offerings (in-park product revenues) divided by total attendance. Beginning in the fourth quarter of 2025, we renamed in-park per capita spending to per capita spending, and we renamed per capita spending on in-park products to in-park product per capita spending. The methodology for calculating these metrics remains unchanged, and therefore any previously reported metrics that are renamed to corresponding metrics remain unchanged.

Out-of-park revenues are defined as revenues from resorts, out-of-park food and retailmerchandise 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 retailmerchandise locations. 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, 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 remittanceremittances) for the periods presented. The results for the year ended December 31, 2024 include theonly Cedar Fair's results ofbefore Formergiving Sixeffect Flags operations since the Closing Date ofto the Mergers (seethrough NoteJune 2).30, Certain2024 priorand periodinclude amountsCombined haveCompany been reclassifiedresults from out-of-parkJuly revenues1, to2024 in-parkthrough revenuesDecember following31, completion of the Mergers (see Note 1).2024.

Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon the consolidated financial statements, which were prepared in accordance with accounting principles generally accepted in the United States of America. These principles require management to make judgments, estimates and assumptions during the normal course of business that affect the amounts reported in the Consolidated Financial Statements and related notes. 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 to the accompanying consolidated financial statements for a complete discussion of significant accounting policies). 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.

During the measurement period, which may be up to one year from the acquisition date, adjustments to the assets acquired and liabilities assumed may be recorded with the corresponding offset to goodwill. 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. Acquisition-related expenses are recognized separately from the business combination and expensed as incurred.

Goodwill and other indefinite-lived intangible assets, including trade-names, are reviewed for impairment annually, or more frequently if indicators of impairment exist. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in expected future cash flows; a sustained, significant decline in equity price and market capitalization; a significant adverse change in legal factors or in the business climate; unanticipated competition; the testing for recoverability of a significant asset group within a reporting unit; and slower growth rates. The fair value of a reporting unit is established using a combination of an income (discounted cash flow) approachapproach, anda market approach.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. Estimated operating results are established using management's best estimates of economic and market conditions over the projected period including growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. A market approach estimates fair value by applying cash flow multiples to the reporting unit's operating performance. The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics of the reporting units.

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 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. Self-insurance reserves are periodically reviewed for changes in facts and circumstances and adjustments are made as necessary. The ultimate cost for identified claims can be difficult to predict due to the unique facts and circumstances associated with each claim. In addition, management has observed a pattern of increasing litigation and settlement costs in recent years.years, including exceptionally high verdicts or settlements.

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.properties. Revenues from multi-use products, including season-long products for admission, dining, beverage and other products,products as well asand the first 12-month non-cancelable period for membership products, are recognized over the estimated number of uses expected for each type of product. The estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration. The number of uses is estimated based on historical usage adjusted for current period trends. 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 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. Deferred tax assets and liabilities are determined using enacted tax rates expected to apply in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in income at the time of enactment of such change in tax law. Any interest or penalties due for payment of income taxes are included in the provision for income taxes.

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.realized, and the estimates used to evaluate uncertain tax positions. It is possible that our 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 valuation allowanceexpense being recorded or may result in additional valuation allowanceexpense reductions, and which may have a material negative or positive effect on ourthe reported financial position and results of operations in future periods.

The Results of Operations section includes a discussion and comparison of 20242025 and 20232024 results. For a discussion regarding 20222023 results, including comparisons of 20232024 results to 20222023 results, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" within Cedarthe Fair'sCompany's Annual Report on Form 10-K for the year ended December 31, 2023,2024, filed with the SEC on FebruaryMarch 16,3, 2024.2025.

The results for the year ended December 31, 20242025 are not directly comparable with the results for the year ended December 31, 20232024 because the year ended December 31, 2024 includedonly includes the results of Former Six Flags operations from July 1, 2024 through December 31, 2024. The year ended December 31, 2025 included 5,738 operating days compared with 4,369 operating days for the Closingyear Dateended December 31, 2024, an increase of 1,369 operating days. There were 1,513 operating days for the Mergerssix-month forwardperiod (seeended NoteJune 2).29, 2025 at Former Six Flags parks. The offsetting 144 operating day decrease was primarily driven by the planned removal of lower-volume operating days from the 2025 operating calendar, including the removal of winter events at four parks.

The following table presents key financial information andfor operatingthe measuresCombined Company for the years ended December 31, 20242025 and December 31, 20232024:

(1) Net (loss) income margin is calculated as net (loss) income divided by net revenues.

Operating costs and expenses for the year ended December 31, 20242025 increased $703.3$409.6 million compared with 2023.2024. The increase in operating costs and expenses was the result of a $426.5$344.2 million increase in operating expenses, a $204.1$37.1 million increase in cost of goods sold and a $28.2 million increase in selling, general, and administrative ("SG&A") expenses, and a $72.7 million increase in cost of goods sold.expenses. The $426.5$344.2 million increase in operating expenses includedwas due to a $424.8$384.6 million increase related to Former Six Flags operations during the six months ended DecemberJune 31,29, 20242025 and increased utility costs of $6.9 million offset by $18.1 million of planned fewer seasonal labor hours, $14.0 million in lower full-time wages, and the impact of a $21.1$14.9 million increase into Former Cedar Fair's self-insurance reserves atin Formerthe Cedarprior Fairyear (see Note 1 to the accompanying consolidated financial statements). ExcludingThe these factors, operating expenses decreaseddecrease in relationfull-time wages was driven by a decrease in full-time head count related to Formerrecent Cedarpost-merger Fairproductivity operationsand largelyefficiency efforts and a reduction in expected bonus payments due to changes in expected Company performance partially offset by severance expense in the period. Cost of goods sold as a resultpercentage of afood, planned reduction in labor costs totaling $16.0 million, including declines in seasonal wage rates, full-time head count,merchandise and relatedgames benefits,revenue andincreased 10 basis points ("bps"). The 10 bps increase included a plannednon-recurring reductioncharge into operatingcost supplies,of particularlygoods forsold liverecorded entertainment.to align inventory standards following the Mergers. The $204.1$28.2 million increase in SG&A expenses included $107.9$68.0 million of additional expenses related to Former Six Flags operations during the six months ended DecemberJune 31,29, 20242025 andoffset $61.5by a $75.7 million ofdecrease increased transaction and integrationin costs incurredrelated as the accounting acquirer into the Mergers. Excluding these factors, SG&A expensesexpense increased at Former Cedar Fair due to higher full-time wages of $25.3 million, including equity compensation and bonuses, and to a lesser extent, higher advertising and information technology costs. Cost of goods sold as a percentage of food, merchandise and games revenue decreased 10 basis points ("bps"). The 10 bps decrease consisted of a a 40 bps decrease driven by a combination of planned cost reductions and higher pricing at Former Cedar Fair offset by a 30 bps increase as a result of the$20.1 Mergers.million of higher technology costs, including integration related costs, $17.6 million in severance and integration-related wages and $5.6 million of higher employee benefits offset by an $18.8 million planned decrease in advertising costs. The increase in operating costs and expenses was partially offset byincluded a $1.8$1.3 million favorableunfavorable impact of foreign currency exchange rates.

Depreciation and amortization expense for the year ended December 31, 2024 increased $160.1 million compared with 2023, which was primarily due to $152.3 million of depreciation expense attributable to the Mergers. The loss on retirement of fixed assets for both periods was due to retirement of assets in the normal course of business, which includes $5.5 million of retirements at the Former Six Flags parks in the current period and included the retirement of two specific Former Cedar Fair assets in the prior period. During the third quarter of 2024, management tested the Schlitterbahn reporting unit'sunit fairfor valueimpairment due to a decline in estimated future cash flows as a result of shiftingchanges investmentin prioritiesplanned atcapital thoseallocations locationsacross the Company portfolio following the Mergers. Management concluded the estimated fair value of the Schlitterbahn reporting unit no longer exceeded its carrying value.value Therefore,resulting in a $42.5 million impairment of the goodwill related to the Schlitterbahn reporting unit was recorded during the third quarter of 2024.

After the items above, operating incomeloss for 20242025 totaled $1.38 billion compared with operating income of $310.5 million compared to $306.2 million for 2023.2024. The amount for 20242025 included $122.8$162.9 million of operating incomeloss attributable to the Former Six Flags operations during the six months ended DecemberJune 31,29, 2024.2025.

Net interest expense for 20242025 increased $95.8$125.2 million as a result of $78.6$93.9 million of interest incurred during the six months ended June 29, 2025 on debt acquired in the Mergers, asinterest wellaccretion asrelated refinancingto eventsthe duringSix 2024,Flags includingOver Georgia call option liability (see Note 7 to the accompanying consolidated financial statements), and additional revolver borrowings in 2025. The loss on early debt extinguishment of $8.0 million in the prior period was attributable to the full redemption of the 2025 senior notesnotes, which were refinanced with a $1.0 billion senior secured term loan facility, and additional revolving borrowings in 2024. The refinancing events also resulted in a loss on early debt extinguishment of $8.0 million during 2024.facility. Other expense (income), expense, net primarily represented the remeasurement of U.S. dollar denominated notes to an entity's functional currency.

For 2024,2025, a benefit for income taxes of $164.0 million was recorded compared with a provision for income taxes of $240.8 million was recorded compared with $48.0 million for 2023.2024. The increasedecrease in the provision for income taxes was primarily attributable to thediscrete non-cash taxprovision effectsto return adjustments related to the Merger-related windup of the change in tax status from a partnership to a corporation of Former Cedar Fair aspartnership, aand partthe impact of impairment charges, the Mergers,effects of non-controlling interest distributions, accretion on the Six Flags Over Georgia call option liability, and ofnon-deductible aexecutive lower-tiercompensation partnershipwhich aswas part of an internal restructuring completed on December 31, 2024partially offset partially by lower pre-tax book income relative to the comparable period.

Modified EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the Combined Company's credit agreement. Adjusted EBITDA represents Modified EBITDA less net (loss) income attributable to non-controlling interests. Both measures have been included to disclose the effect of non-controlling interests. 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. Management believes Modified EBITDA and Adjusted EBITDA are meaningful measures of park-level operating profitability, and uses them for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. Adjusted EBITDA is widely used by analysts, investors and comparable companies in the industry to evaluate operating performance on a consistent basis, as well as more easily compare results with those of other companies in the industry. 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, 20242025 and December 31, 2023.2024. The results for the year ended December 31, 2024 include theonly Cedar Fair's results ofbefore Formergiving Sixeffect Flags operations from the Closing Date ofto the Mergers forwardthrough (seeJune Note30, 2).2024 and include Combined Company results from July 1, 2024 through December 31, 2024.

(1) Consists of third-party legal and consulting transaction costs, as well as integration costs related to the Mergers. Integration costs include third-party consulting costs, contract termination costs, retention bonuses, severance relatedcosts to theintegrate Mergers,information technology systems, integration team salaries and benefits, retention bonuses, maintenance costs to update Former Six Flags parks to Cedar Fair standards, onboarding of new advertising firms,standards and travelcertain costs.legal Seecosts (see Note 2 for additional information related to the Mergers.accompanying consolidated financial statements). These costs are added back to net (loss) income to calculate Modified EBITDA and Adjusted EBITDA as defined in the Combined Company's credit agreement.

(23) 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.costs See(see Note 1 forto additionalthe information.accompanying consolidated financial statements).

(34) Consists of certain costs as defined in the Combined Company's credit agreement. 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, 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; 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; administrative payments related to the Partnership Parks; and contract termination costs. This balance also includes unrealized gains and losses on pension assets and short-term investments.

(45) 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. 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.

The Combined 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. Primary uses of liquidity include operating expenses, capital expenditures, interest payments, and income tax obligations. With the Combined Company's revolving credit facility and cash on hand, the Combined Company has sufficient liquidity to satisfy existing cash obligations at least through theone first quarteryear of 2026.the filing date of this Form 10-K. The Combined Company's capital allocation priorities include reducing outstanding debt and reinvesting in the business. 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$400 million and $500$425 million in 2025. Capital expenditures will include the opening of new high-thrill roller coasters at Cedar Point, Six Flags Great America, Canada's Wonderland, Six Flags New England, Kings Dominion, Six Flags Great Adventure and Six Flags Over Georgia; two new family-friendly attractions at Carowinds; water park renovations at Kings Island, Hurricane Harbor Los Angeles and Hurricane Harbor Arlington; and upgraded and expanded food and beverage facilities across the park portfolio.2026. Cash interest payments for the Combined Company are expected to range from $305$320 million to $315$330 million in 2025.2026. Cash payments for income taxes for the CombinedCompany, Companyexcluding refunds, are expected to range from $105$25 million to $115$30 million in 2025.2026.

As of December 31, 2024,2025, deferred revenue totaled $308.3$310.8 million, including non-current deferred revenue. This represented an increase of $116.6$2.5 million compared with total deferred revenue as of December 31, 2023, of which $122.8 million was attributable to Former Six Flags.2024. The decreaseincrease in the remaining total deferred revenue was largely attributable to thehigher amortizationadvanced ofsingle prepaidday lease payments for a portion of the California's Great America parking lot, the termination of transaction fees in California due to new regulations,sales and lowerincreased season-longdeposits producton salesgroup forevents theand upcoming season.catering.

Net cash from operating activities in 20242025 totaled $373.4$327.5 million, ana increasedecrease of $47.7$45.9 million compared with 2023.2024. The increasedecrease was primarily due to thelower inclusionearnings ofand operationshigher ofinterest Formercosts Six Flags operations since the Closing Date of the Mergerssomewhat offset by higherless cash payments for income taxes and merger-related costs.

Net cash for investing activities in 20242025 totaled $472.6$479.7 million, an increase of $252.2$7.1 million compared with 2023.2024. The increase was due to the inclusion of capital expenditures for Former Six Flags parks during the first six months of 2025 and incremental capital expenditures in the current period offset by net cash consideration paid for the Mergers andin the inclusionprior of capital expenditures of Former Six Flags operations since the Closing Date of the Mergers.period.

Net cash from financing activities in 20242025 totaled $118.0$155.4 million, an increase of $261.0$37.4 million compared with net cash for financing activities in 2023.2024. The varianceincrease was primarily attributable to $315higher millionprior year payments of revolvingdebt creditissuance facility borrowings outstandingcosts and $1.0prior billionyear ofCedar seniorFair securedpartnership term loan facility borrowings, both of which weredistributions somewhat offset by $1.1higher billionpayments offor redeemedtax seniorwithholding notesfor equity compensation. Net debt borrowings in the2025 currentlargely period.equaled net debt borrowings in 2024.

For a discussion regarding 20222023 cash flows, including comparisons of 20232024 resultscash flows to 20222023 cash flows, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" within Cedarthe Fair'sCompany's Annual Report on Form 10-K for the year ended December 31, 20232024 filed with the SEC on FebruaryMarch 16,3, 2024.2025.

As of December 31, 2024,2025, the Combined Company's primary contractual obligations consisted of outstanding long-term debt agreements and related interest, certain obligations pertaining to the Partnership Parks (including the acquisition of all of the outstanding limited partnership interests in Six Flags Over Georgia and White Water Atlanta in January 2027; see Note 7 to the accompanying consolidated financial statements), and various commitments under lease agreements (see Note 11 to the accompanying consolidated financial statements). The Combined Company has also committed to certain capital expenditures betweenof $175approximately million to $225$90 million, most of which will be paid in 2025,2026, and license commitments of approximately $10 million per year through 2030 and $6.5$6.7 million per year from 2031 through 2035.2034. Before reduction for debt issuance costs, original issue discount and acquisition fair value layers, the Combined Company's long-term debt agreements as of December 31, 20242025 consisted of the following:

•$500 million of 5.375% senior unsecured notes, maturingpreviously set to mature in April 2027. Interest iswas payable under the 2027 senior notes semi-annually in April and October.October, and the notes were redeemed in full on February 5, 2026 with the proceeds of $1.0 billion of 8.625% senior unsecured notes due 2032 that were issued on January 14, 2026 (the "2032 senior notes", see Note 14 to the accompanying consolidated financial statements).

The Company is North America's largest regional amusement park operator with 2120 amusement parks, 14 separately gated water parks and eightnine resorts as of the filing date for this Form 10-Q. See Note 4 to the accompanying unaudited consolidated financial statements for additional information regarding the definitive agreements to sell seven parks.resorts. Of the 3534 amusement and water parks, 31 are located in the United States, two are located in Mexico and twoone areis located in Canada. The parks generate revenues 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 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. 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. 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.

The Company's operations are seasonal. Approximately 70% of annual attendance and revenue occurred during the second and third quarters during fiscal year 2025. 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. 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),season, there is only a limited period of time during which the impact of those conditions or events can be mitigated. Accordingly, the timing of such conditions or events can have a disproportionate adverse effect upon revenues.

The following tabletables presentspresent 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.

The near-term operational priorities of the Company focus on accelerating profitability and strengthening the balance sheet. Management intends to drive profitability by offering a higher value proposition to the guest that stimulates incremental demand while simultaneously implementing strategic cost management strategies and organizational improvements. Management plans to simplify product offerings, optimize pricing on a park-by-park basis, tailor marketing strategies to the unique attributes of each park, leverage consumer-facing technologies to strengthen communication channels with guests, adopt innovative processes designed to unlock incremental cost efficiencies, optimize park cost structures toward the performance profile of top performing parks and build the necessary capabilities, systems and operating models to support scalable and sustained execution of these strategies. To strengthen the balance sheet, management aims to benefit from the incremental cash flow that is expected to be produced by these profitability initiatives while also undergoing portfolio optimization, including the recent 2026 Sale Transaction and the future sale of the property on which the former amusement and water park in Bowie, Maryland was located. Portfolio optimization is expected to allow management to narrow its focus, reduce ongoing capital expenditure requirements, and limit exposure to liabilities. Together, these actions are intended to create a more focused, resilient and financially flexible organization positioned for long-term success.

During the firstsecond quarter of 2026, there were no changes to the above critical accounting policies from those previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. As discussed in Note 5 to the accompanying unaudited consolidated financial statements, certain Former Six Flags and the Schlitterbahn reporting units experienced a decline in estimated future cash flows during 2025 as a result of revenue and earnings not meeting expectations through the more seasonally significant third quarter, and the Company experienced a more significant, sustained decline in its share price through the third quarter of 2025 when compared to industry peers. In connection with the preparation of the financial statements for the third quarter of 2025, which includes the peak summer months of July and August and by itself can account for nearly half of full year attendance and over half of full year earnings, management had greater clarity regarding performance trends and full year results. As a result, a triggering event occurred and impairment charges were recognized during the third quarter of 2025. Valuation assumptions about future performance could adversely change and result in further goodwill and/or trade name impairment that would have a material effect on the Company's financial position and results of operations in future periods. Future valuation assumptions are dependent on numerous factors, including the Company's operating plans for future years, changes to the Company's long-term strategy and other market conditions.

Depreciation and amortization expense for the threesix months ended MarchJune 29,28, 2026 increaseddecreased $5.0$21.8 million compared with the threesix months ended MarchJune 30,29, 2025.2025 as a result of prior period depreciation at the non-operational parks. The loss on retirement of fixed assets for both periods and the loss on other assets in theboth prior periodperiods were due to retirement of assets in the normal course of business. The prior period loss on retirement of fixed assets included the disposal of two specific assets.

During the first quarter of 2026 and inIn connection with classifying the 2026 Sale Transaction disposal group as held for sale,Transaction, the Company recognized a $28.0$37.8 million loss equal to the amount by which the purchase price, adjusted for working capital and other closing related adjustments, was less than the net book value of the assets and liabilities in the disposal group. The loss was recorded within "Loss on disposal group" in the unaudited consolidated statements of operations and comprehensive loss. In addition, as a result of the 2026 Sale Transaction, the projected revenues related to the Six Flags trade name and Schlitterbahn trade name were reduced by the revenues contributed by the disposal group. As a result, the Company tested the Six Flags trade name and Schlitterbahn trade name for impairment during the first quarter of 2026 resulting in impairment losses totaling $38.6 million. The impairment charges were equal to the amount by which the carrying amounts exceeded fair value and were recorded in "Loss on impairment of goodwill and other intangibles" within the unaudited consolidated statements of operations and comprehensive loss.

After the items above, operating loss for the threesix months ended MarchJune 29,28, 2026 totaled $312.2$223.6 million compared with $321.0$246.5 million for the threesix months ended MarchJune 30,29, 2025.

Net interest expense for the threesix months ended MarchJune 29,28, 2026 increased $7.9$17.5 million largely as a result of the refinancing of the 2027 senior notes and 2027 Six Notes with the 2032 senior notes, and the timing of the senior secured term loan facility interest payment offset by less revolver borrowings in the current period.notes. The loss on early debt extinguishment of $4.1 million in the current period was attributable to the redemption of the 2027 senior notes and 2027 Six Notes (see Note 6 to the accompanying consolidated financial statements). Other expense (income), net primarily represented the remeasurement of U.S. dollar denominated notesdebt to anthe entity'sforeign entities' functional currency.currencies.

During the threesix months ended MarchJune 29,28, 2026, a provision for income taxes of $9.0 million was recorded compared with a benefit for income taxes of $148.4 million was recorded compared with $186.8$110.5 million for the threesix months ended MarchJune 30,29, 2025. The decreasevariance in the benefitprovision for income taxes was primarily related to non-recurring activity in both periods. During the threesix months ended MarchJune 29,28, 2026, the CompanyCompany's tax rate was driven by a change in the estimated annual effective tax rate which was further impacted by recorded income tax benefits related to the 2026 Sale Transaction and the relatedassociated impairment of the Six Flags and Schlitterbahn trade names. During the threesix months ended MarchJune 30,29, 2025, the Company had recorded income tax benefits overfor non-cash provision to return adjustments related to the Merger-related windup of the Former Cedar Fair partnership.

After the items above and income attributable to non-controlling interests (see Note 7 to the accompanying consolidated financial statements), net loss attributable to Six Flags Entertainment Corporation for the threesix months ended MarchJune 29,28, 2026 totaled $268.6$471.2 million, or $2.65$4.64 per diluted share of common stock.stock, Netcompared losswith attributable to Six Flags Entertainment Corporation for the three months ended March 30, 2025 totaled $219.7$319.4 million, or $2.20$3.18 per diluted share of common stock.stock, for the six months ended June 29, 2025.

The table below sets forth a reconciliation of Modified EBITDA and Adjusted EBITDA to net loss for the three-monththree and six-month periods ended MarchJune 29,28, 2026 and MarchJune 30,29, 2025.2025 on a Reported Basis.

(23) Consists of certain costs as defined in the Company's credit agreement. These costs are added back to net loss to calculate Modified EBITDA and Adjusted EBITDA and include certain legal and consulting expenses; severancecertain costs at the non-operational parks; certain recruiting and relocation costs; cost of goods sold recorded to align inventory standards following the Mergers; certain costs at a combined amusement and water park located in Bowie, Maryland since its closure; Mexican VAT taxes on intercompany activity; and contract termination costs. This balance also includes unrealized gains and losses on pension assets and short-term investments.

For the threesix months ended MarchJune 29,28, 2026, Adjusted EBITDA losson decreaseda $47.8Same-Park Basis increased $56.4 million compared with the threesix months ended MarchJune 30,29, 2025. The decrease in Adjusted EBITDA lossincrease was duedriven toby higher revenues drivenattributable byto higher attendance, per capita spending and out-of-park revenues, as well as a reduction in expense primarily due to planned lower operating expenses for full-time wages, maintenanceadvertising and operatingfull-time supplies.wages. For the three months ended June 28, 2026, Adjusted EBITDA on a Same-Park Basis increased $15.9 million compared with the three months ended June 29, 2025. The increase was driven by higher revenues attributable to higher attendance somewhat offset by a slight increase in expense.

As of MarchJune 29,28, 2026, total deferred revenue totaled $380.7$431.1 million, including non-current deferred revenue and deferred revenue classified as held for sale.revenue. This represented ana increasedecrease of $6.5$29.9 million compared with total deferred revenue as of MarchJune 30,29, 2025. The decrease in deferred revenue was entirely due to the non-operational parks. Deferred revenue at the operational parks increased $8.3 million. The increase in total deferred revenue at the operational parks was largely attributable to higher season pass and membership sales, as well as higher advanced single day salessales, and increasedwas depositspartially onoffset groupby eventshigher andsponsorship catering.deferred revenue as of June 29, 2025.

The following table presents key cash flow information for the threesix months ended MarchJune 29,28, 2026 and MarchJune 30,29, 2025:

Net cash forfrom operating activities for the first threesix months of 2026 totaled $83.2$152.7 million, aan decreaseincrease of $94.9$143.8 million compared with the same period in the prior year. The decreaseincrease was primarily due to higher earnings, favorable working capital largely driven by payment timing and less merger integration related costs.

Net cash from financinginvesting activities for the first threesix months of 2026 totaled $163.7$108.4 million, aan decreaseincrease of $132.7$416.5 million compared with net cash for investing activities for the same period in the prior year. The decreaseincrease was primarily attributabledue to lowerproceeds revolvingfrom creditthe facility2026 borrowingsSale Transaction and debta issuanceplanned costsreduction incurredin capital expenditures in the current year.period, These amounts were somewhat offset by lower paymentsparticularly for taxmarketable withholdingrides forand equity compensation.attractions.