Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
The Combined Company maintains a system of controls and procedures designed to ensure that information required to be disclosed in reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of December 31, 2024, management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Combined Company's disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Combined Company's disclosure controls and procedures were effective as of December 31, 2024.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Combined Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Management, with the participation of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Combined Company's internal control over financial reporting as of December 31, 2024. In making this assessment, it used the criteria described in "Internal Control - Integrated Framework" (2013) issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. On July 1, 2024, the Combined Company completed the Six Flags Merger. Management excluded Former Six Flags from its assessment of the effectiveness of the Combined Company's internal control over financial reporting as of December 31, 2024. This exclusion is in accordance with SEC guidance that an assessment of a recently acquired business's internal control over financial reporting may be omitted from management's report on internal control over financial reporting in the year of acquisition. Former Six Flags represented, in aggregate, approximately 75% of the Combined Company's consolidated assets as of December 31, 2024 and approximately 33% of the Combined Company's consolidated net revenues for the year ended December 31, 2024. As a result of its assessment, management concluded that, as of December 31, 2024, the Combined Company's internal control over financial reporting was effective. Deloitte & Touche LLP, the independent registered public accounting firm that audited the financial statements included in this Form 10-K, has issued an attestation report on the Combined Company's internal control over financial reporting.
Changes in Internal Control over Financial Reporting
The Mergers resulted in changes to the Combined Company's internal control over financial reporting beginning in July 2024. The Combined Company is currently in the process of integrating, evaluating, and where necessary, implementing changes in controls and procedures as it relates to the Former Six Flags. Except for the impact of the Mergers, there were no changes in the Combined Company's internal control over financial reporting that occurred during the fourth quarter of 2024 that have materially affected, or are reasonably likely to materially affect, the Combined Company's internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
During the three months ended December 31, 2024, no director or officer adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
A. Identification of Directors:
The information required by this item is incorporated by reference to the material in the Combined Company's definitive proxy statement pursuant to Regulation 14A and/or an amendment to this Form 10-K under cover of Form 10-K/A to be filed within 120 days of the end of the fiscal year ended December 31, 2024 under the captions "Board of Directors", "Board Committees", and, if required, "Delinquent Section 16(a) Reports".
B. Identification of Executive Officers:
Information regarding executive officers of the Combined Company is included in this Annual Report on Form 10-K under the caption "Supplemental Item. Information about Executive Officers" in Item 1 of Part I and is incorporated herein by reference.
C. Corporate Governance:
In accordance with Section 406 of the Sarbanes-Oxley Act of 2002 and Item 406 of Regulation S-K, the Combined Company has adopted a Code of Conduct and Ethics (the "Code"), which applies to all directors, officers and employees, including the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. A copy of the Code is available free of charge on the Investor Relations website ( investors.sixflags.com ). The information required by Item 408(b) of Regulation S-K is incorporated by reference to the material in the Combined Company's definitive proxy statement pursuant to Regulation 14A and/or an amendment to this Form 10-K under cover of Form 10-K/A to be filed within 120 days of the end of the fiscal year ended December 31, 2024 under the caption "Securities Trading Policy".
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this item is incorporated by reference to the material in the Combined Company's definitive proxy statement pursuant to Regulation 14A and/or an amendment to this Form 10-K under cover of Form 10-K/A to be filed within 120 days of the end of the fiscal year ended December 31, 2024 under the captions "Executive Compensation", "Director Compensation", "Compensation Committee Interlocks and Insider Participation", and "People, Culture & Compensation Committee Report".
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.
The information required by this item is incorporated by reference to the material in the Combined Company's definitive proxy statement pursuant to Regulation 14A or an amendment to this Form 10-K under cover of Form 10-K/A to be filed within 120 days of the end of the fiscal year ended December 31, 2024 under the caption "Security Ownership of Certain Beneficial Owners and Management".
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information concerning shares of common stock authorized or available for issuance under equity compensation plans (see Note 9 ) as of December 31, 2024:
Plan Category
Number of shares to be issued upon exercise of outstanding options, warrants and rights
(a) (1)
Weighted-average exercise price of outstanding options, warrants and rights
(b) Number of shares remaining available for future issuance under equity compensation plans
(excluding units
reflected in column (a))
(c)
Equity compensation plans approved by shareholders 4,059,527 $ 98.67 6,495,991
Equity compensation plans not approved by shareholders — — —
Total 4,059,527 $ 98.67 6,495,991
(1) The shares in column (a) include performance stock unit awards at the maximum number of shares issuable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The information required by this item is incorporated by reference to the material in the Combined Company's definitive proxy statement pursuant to Regulation 14A and/or an amendment to this Form 10-K under cover of Form 10-K/A to be filed within 120 days of the end of the fiscal year ended December 31, 2024 under the captions "Certain Relationships and Related Transactions", "Board Independence", and "Board Committees".
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information required by this item is incorporated by reference to the material in the Combined Company's definitive proxy statement pursuant to Regulation 14A and/or an amendment to this Form 10-K under cover of Form 10-K/A to be filed within 120 days of the end of the fiscal year ended December 31, 2024 under the caption "Independent Registered Public Accounting Firm Services and Fees".
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
A. 1. Financial Statements
The following consolidated financial statements of the Registrant, the notes thereto and the related Report of Independent Registered Public Accounting Firm are filed under Item 8 of this report:
Page
(i) Report of Independent Registered Public Accounting Firm 36
(ii) Consolidated Balance Sheets - December 31, 2024 and 2023
39
(iii) Consolidated Statements of Operations and Comprehensive (Loss) Income - Years ended December 31, 2024, 2023, and 2022
40
(iv) Consolidated Statements of Cash Flows - Years ended December 31, 2024, 2023, and 2022
42
(v) Consolidated Statements of Equity - Years ended December 31, 2024, 2023, and 2022
41
(vi) Notes to Consolidated Financial Statements - December 31, 2024, 2023, and 2022
44
A. 2. Financial Statement Schedules
All schedules are omitted as the information is not required or is otherwise furnished.
A. 3. Exhibits
The exhibits listed below are incorporated herein by reference to prior SEC filings by the Registrant or are included as exhibits in this Form 10-K.
Exhibit Number Description
2.1
Agreement and Plan of Merger, dated as of November 2, 2023, by and among Cedar Fair, L.P., Six Flags Entertainment Corporation, CopperSteel HoldCo, Inc. and CopperSteel Merger Sub, LLC. Incorporated herein by reference to Exhibit 2.1 to the Registrant's Form 8-K (File No. 001-09444) filed November 2, 2023.
3.1
Amended and Restated Certificate of Incorporation of Six Flags Entertainment Corporation. Incorporated herein by reference to Exhibit 3.1 to the Combined Company's Form 8-K (File No. 001-42157) initially filed on July 1, 2024.
3.2
Amended and Restated Bylaws of Six Flags Entertainment Corporation . In corporated herein by reference to Exhibit 3.2 to the Combined Company's Form 8-K (File No. 001-42157) initially filed on July 1, 2024 .
4.1 (i)
Indenture, dated as of April 13, 2017, by and among Cedar Fair, L.P., Canada’s Wonderland Company, Magnum Management Corporation and Millennium Operations LLC, as issuers, the guarantors named therein and The Bank of New York Mellon Corporation, as trustee (including Form of 5.375% Senior Note due 2027). Incorporated herein by reference to Exhibit 4.1 to Cedar Fair's Form 8-K (File No. 001-09444) filed on April 13, 2017.
4.1 (ii)
Registration Rights Agreement, dated April 13, 2017, by and among Cedar Fair, L.P., Canada’s Wonderland Company, Magnum Management Corporation and Millennium Operations LLC, as issuers, the guarantors named therein and J.P. Morgan Securities LLC, on behalf of itself and as representative of the initial purchasers named therein. Incorporated herein by reference to Exhibit 4.3 to the Cedar Fair’s Form 8-K (File No. 001-09444) filed on April 13, 2017.
4.1 (iii)
First Supplemental Indenture, dated as of July 29, 2020, by and among Cedar Fair, L.P., Canada’s Wonderland Company, Magnum Management Corporation, Millennium Operations LLC, as issuers, the guarantors named therein and The Bank of New York Mellon, as trustee, to the Indenture, dated as of April 13, 2017, relating to the 2027 Notes. Incorporated herein by reference to Exhibit 4.1 (iii) to Cedar Fair's Form 10-K (File No. 001-09444) filed on February 16, 2024 .
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Exhibit Number Description
4.1 (iv)
Second Supplemental Indenture, dated as of November 9, 2023, by and among Cedar Fair, L.P., Canada’s Wonderland Company, Magnum Management Corporation, Millennium Operations LLC, as issuers, the guarantors named therein and The Bank of New York Mellon, as trustee, to the Indenture, dated as of April 13, 2017, relating to the 2027 Notes (furnished herewith). Incorporated herein by reference to Exhibit 4.1 to Cedar Fair's Form 8-K (File No. 001-09444) filed on November 13, 2023.
4.1 (v)
Third Supplemental Indenture, dated as of July 1, 2024, by and among Six Flags Entertainment Corporation, Canada’s Wonderland Company, Magnum Management Corporation, Millennium Operations LLC, as issuers, the guarantors named therein and The Bank of New York Mellon, as trustee, to the Indenture, dated as of April 13, 2017, relating to the Cedar Fair 2027 Notes. Incorporated herein by reference to Exhibit 4.6 to the Combined Company's Form 8-K (File No. 001-42157) initially filed on July 1, 2024.
4.2 (i)
Indenture, dated as of June 27, 2019, by and among Cedar Fair, L.P., Canada’s Wonderland Company, Magnum Management Corporation and Millennium Operations LLC, as issuers, the guarantors named therein and The Bank of New York Mellon, as trustee (including Form of 5.250% Senior Note due 2029). Incorporated herein by reference to Exhibit 4.1 to Ced ar Fair's Form 8-K (File No. 001-09444) filed on June 27, 2019.
4.2 (ii)
Registration Rights Agreement, dated June 27, 2019, by and among Cedar Fair, L.P., Canada’s Wonderland Company, Magnum Management Corporation and Millennium Operations LLC, as issuers, the guarantors named therein and J.P. Morgan Securities LLC, on behalf of itself and as representative of the initial purchasers named therein. Incorporated herein by reference to Exhibit 4.3 to Cedar Fair's Form 8-K (File No. 001-09444) filed on June 27, 2019.
4.2 (iii)
First Supplemental Indenture, dated as of July 29, 2020, by and among Cedar Fair, L.P., Canada’s Wonderland Company, Magnum Management Corporation, Millennium Operations LLC, as issuers, the guarantors named therein and The Bank of New York Mellon, as trustee, to the Indenture, dated as of June 27, 2019, relating to the 2029 Notes. Incorporated herein by reference to Exhibit 4. 2 (iii) to Cedar Fair's Form 10-K (File No. 001-09444) filed on February 16, 2024.
4.2 (iv)
Second Supplemental Indenture, dated as of November 9, 2023, by and among Cedar Fair, L.P., Canada’s Wonderland Company, Magnum Management Corporation, Millennium Operations LLC, as issuers, the guarantors named therein and The Bank of New York Mellon, as trustee, to the Indenture, dated as of June 27, 2019, relating to the 2029 Notes (furnished herewith). Incorporated herein by reference to Exhibit 4.1 to Cedar Fair's Form 8-K (File No. 001-09444) filed on November 13, 2023.
4.2 (v)
Third Supplemental Indenture, dated as of July 1, 2024, by and among Six Flags Entertainment Corporation, Canada’s Wonderland Company, Magnum Management Corporation, Millennium Operations LLC, as issuers, the guarantors named therein and The Bank of New York Mellon, as trustee, to the Indenture, dated as of June 27, 2019, relating to the Cedar Fair 2029 Notes. Incorporated by reference to Exhibit 4.7 to the Combined Company's Form 8-K (File No. 001-42157) initially filed on July 1, 2024.
4.3 (i)
Indenture, dated as of October 7, 2020, by and among Cedar Fair, L.P., Canada’s Wonderland Company, Magnum Management Corporation and Millennium Operations LLC, as issuers, the guarantors named therein and The Bank of New York Mellon, as trustee (including Form of 6.500% Senior Note due 2028). Incorporated herein by reference to Exhibit 4.1 to Cedar Fair's Form 8-K (File No. 001-09444) filed on October 7, 2020.
4.3 (ii)
Registration Rights Agreement, dated October 7, 2020, by and among Cedar Fair, L.P., Canada’s Wonderland Company, Magnum Management Corporation and Millennium Operations LLC, as issuers, the guarantors named therein and J.P. Morgan Securities LLC, on behalf of itself and as representative of the initial purchasers named therein. Incorporated herein by reference to Exhibit 4.3 to Cedar Fair's Form 8-K (File No. 001-09444) filed on October 7, 2020.
4.3 (iii)
First Supplemental Indenture, dated as of November 9, 2023, by and among Cedar Fair, L.P., Canada’s Wonderland Company, Magnum Management Corporation, Millennium Operations LLC, as issuers, the guarantors named therein and The Bank of New York Mellon, as trustee, to the Indenture, dated as of October 7, 2020, relating to the 2028 Notes (furnished herewith). Incorporated herein by reference to Exhibit 4.1 to Cedar Fair's Form 8-K (File No. 001-09444) filed on November 13, 2023.
4.3 (iv)
Second Supplemental Indenture, dated as of July 1, 2024, by and among Six Flags Entertainment Corporation, Canada’s Wonderland Company, Magnum Management Corporation, Millennium Operations LLC, as issuers, the guarantors named therein and The Bank of New York Mellon, as trustee, to the Indenture, dated as of October 7, 2020, relating to the Cedar Fair 2028 Notes. Incorporated by reference to Exhibit 4.8 to the Combined Company's Form 8-K (File No. 001-42157) initially filed on July 1, 2024.
4.4 (i)
Indenture, dated as of April 13, 2017, by and among Six Flags Entertainment Corporation, each of the guarantors party thereto and U.S. Bank National Association as trustee (including Form of 5.500% Senior Notes due 2027). Incorporated herein by reference to Exhibit A to Exhibit 4.3 to Former Six Flags's Form 8-K (File No. 001-13703) filed on April 13, 2017.
4.4 (ii)
Fourth Supplemental Indenture, dated as of July 1, 2024, by and among Six Flags Entertainment Corporation, the guarantors party thereto and U.S. Bank National Association, as trustee, to the Indenture, dated as of April 13, 2017. Incorporated herein by reference to Exhibit 4.2 to the Combined Company's Form 8-K (File No. 001-42157) initially filed on July 1, 2024.
4.5 (i)
Indenture, dated as of April 22, 2020, by and among Six Flags Theme Parks Inc., the Guarantors party thereto and U.S. Bank National Association as trustee and as collateral agent (including Form of 7.000% Senior Secured Notes due 2025). Incorporated herein by reference to Exhibit 4.1 to Former Six Flags's Form 8-K (File No. 001-13703) filed on April 23, 2020.
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Exhibit Number Description
4.5 (ii)
First Supplemental Indenture, dated as of July 1, 2024, by and among Six Flags Entertainment Corporation, Six Flags Theme Parks Inc., the guarantors party thereto and U.S. Bank National Association, as trustee and collateral agent, to the Indenture, dated as of April 22, 2020. Incorporated herein by reference to Exhibit 4.3 to the Combined Company's Form 8-K (File No. 001-42157) initially filed on July 1, 2024.
4.6 (i)
Indenture, dated as of May 3, 2023, among Six Flags Entertainment Corporation, each of the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (including Form of 7.250% Senior Note due 2031). Incorporated herein by reference to Exhibit 4.1 to Former Six Flags's Form 8-K (File No. 001-13703) filed on May 4, 2023.
4.6 (ii)
First Supplemental Indenture, dated as of July 1, 2024, by and among Six Flags Entertainment Corporation, the guarantors party thereto and U.S. Bank National Association, as trustee, to the Indenture, dated as of May 3, 2023. Incorporated herein by reference to Exhibit 4.4 to the Combined Company's Form 8-K (File No. 001-42157) initially filed on July 1, 2024.
4.7 (i)
Indenture, dated as of May 2, 2024, among Six Flags Entertainment Corporation, Six Flags Theme Parks Inc., each of the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (including Form of 6.625% Senior Secured Note due 2032). Incorporated herein by reference to Former Six Flags's Form 8-K (File No. 0001-13703) filed on May 2, 2024.
4.7 (ii)
First Supplemental Indenture, dated as of July 1, 2024, by and among Six Flags Entertainment Corporation, Six Flags Theme Parks Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent, to the Indenture, dated as of May 2, 2024. Incorporated herein by reference to Exhibit 4.5 to the Combined Company's Form 8-K (File No. 001-42157) initially filed on July 1, 2024.
4.8
Description of Registrant's Securities.
10.1 (i)
Credit Agreement, dated as of May 1, 2024, by and among Cedar Fair, L.P., Canada’s Wonderland Company and Millennium Operations LLC, as borrowers, the other subsidiary borrowers party thereto, the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent. Incorporated herein by reference to Exhibit 10.1 to Cedar Fair's Form 8-K (File No. 001-09444) filed on May 2, 2024.
10.1 (ii)
First Amendment and Incremental Assumption Agreement, dated as of July 1, 2024, by and among Six Flags Entertainment Corporation, Millennium Operations LLC, Canada’s Wonderland Company and Six Flags Theme Parks Inc., as borrowers, the other subsidiary borrowers party thereto, the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.6 to the Combined Company's Form 8-K (File No. 001-42157) initially filed on July 1, 2024 .
10.1 (iii)
New Holdco Joinder Agreement, dated as of July 1, 2024, between Six Flags Entertainment Corporation and Wells Fargo Bank, National Association, as administrative agent and collateral agent. Incorporated herein by reference to Exhibit 10.3 to the Combined Company's Form 8-K (File No. 001-42157) initially filed on July 1, 2024.
10.1 (iv)
Additional Subsidiary Borrower Agreement, dated as of July 1, 2024, by and among Six Flags Entertainment Corporation, Six Flags Theme Parks Inc. and Wells Fargo Bank, National Association, as administrative agent and collateral agent. Incorporated herein by reference to Exhibit 10.4 to the Combined Company's Form 8-K (File No. 001-42157) initially filed on July 1, 2024.
10.1 (v)
Subsidiary Guarantor Joinder Agreement, dated as of July 1, 2024, by and among the guarantors party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent. Incorporated herein by reference to Exhibit 10.5 to the Combined Company's Form 8-K (File No. 001-42157) initially filed on July 1, 2024.
10.2 (i)
Cedar Fair L.P., 2016 Omnibus Incentive Plan. Incorporated herein by reference to Exhibit 10.1 to Cedar Fair's Form 8-K (File No. 001-09444) filed on June 14, 2016. (+)
10.2 (ii)
Six Flags Entertainment Corporation 2024 Omnibus Incentive Plan. Incorporated herein by reference to Exhibit 10.2 to the Combined Company's Form 8-K (File No. 001-42157) initially filed on July 1, 2024. (+)
10.2 (iii)
Six Flags Entertainment Corporation Long-Term Incentive Plan. Incorporated herein by reference to Appendix A to Former Six Flags's Definitive Proxy Statement (File No. 001-13703) filed on March 21, 2017. (+)
10.3
Form of Indemnification Agreement. Incorporated herein by reference to Exhibit 10.1 to the Combined Company's Form 8-K (File No. 001-42157) initially filed on July 1, 2024. (+)
10.4 (i)
Employment agreement, dated July 1, 2024, by and among Six Flags Entertainment Corporation and Selim A. Bassoul. Incorporated herein by reference to Exhibit 10.7 to the Combined Company's Form 10-Q (File No. 001-42157) filed on November 6, 2024. (+)
10.4 (ii)
Employment agreement, dated July 1, 2024, by and among Six Flags Entertainment Corporation and Gary Mick. Incorporated herein by reference to Exhibit 10.8 to the Combined Company's Form 10-Q (File No. 001-42157) filed on November 6, 2024. (+)
10.4 (iii)
Employment agreement, dated October 8, 2024, by and among Six Flags Entertainment Corporation and Richard A. Zimmerman. Incorporated herein by reference to Exhibit 10.9 to the Combined Company's Form 10-Q (File No. 001-42157) filed on November 6, 2024. (+)
10.4 (iv)
Employment agreement, dated October 8, 2024, by and among Six Flags Entertainment Corporation and Brian Witherow. Incorporated herein by reference to Exhibit 10.10 to the Combined Company's Form 10-Q (File No. 001-42157) filed on November 6, 2024. (+)
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Exhibit Number Description
10.4 (v)
Employment agreement, dated October 8, 2024, by and among Six Flags Entertainment Corporation and Tim Fisher. Incorporated herein by reference to Exhibit 10.11 to the Combined Company's Form 10-Q (File No. 001-42157) filed on November 6, 2024. (+)
10.4 (vi)
Employment agreement, dated October 8, 2024, by and among Six Flags Entertainment Corporation and Brian Nurse. Incorporated herein by reference to Exhibit 10.12 to the Combined Company's Form 10-Q (File No. 001-42157) filed on November 6, 2024. (+)
10.4 (vii)
Employment agreement, dated October 8, 2024, by and among Six Flags Entertainment Corporation and Monica Sauls. Incorporated herein by reference to Exhibit 10.13 to the Combined Company's Form 10-Q (File No. 001-42157) filed on November 6, 2024. (+)
10.4 (viii)
Employment agreement, dated October 8, 2024, by and among Six Flags Entertainment Corporation and Christian Dieckmann. Incorporated herein by reference to Exhibit 10.14 to the Combined Company's Form 10-Q (File No. 001-42157) filed on November 6, 2024. (+)
10.4 (ix)
Employment agreement, dated October 8, 2024, by and among Six Flags Entertainment Corporation and David Hoffman. Incorporated herein by reference to Exhibit 10.15 to the Combined Company's Form 10-Q (File No. 001-42157) filed on November 6, 2024. (+)
10.4 (x)
Employment agreement, dated October 8, 2024, by and among Six Flags Entertainment Corporation and Ty Tastepe. Incorporated herein by reference to Exhibit 10.16 to the Combined Company's Form 10-Q (File No. 001-42157) filed on November 6, 2024. (+)
10.4 (xi)
Employment agreement, dated October 8, 2024, by and among Six Flags Entertainment Corporation and Robert White. Incorporated herein by reference to Exhibit 10.17 to the Combined Company's Form 10-Q (File No. 001-42157) filed on November 6, 2024. (+)
10.5 (i) Overall Agreement, dated February 15, 1997 by and among Six Flags Fund, Ltd. (L.P.), the Salkin Family Trust, SFG, Inc., SFG-I, LLC, SFG-II, LLC, Six Flags Over Georgia, Ltd., SFOGII, Inc., SFOG Acquisition A, Inc., SFOG Acquisition B, LLC, Six Flags Over Georgia, Inc., Six Flags Theme Parks, Inc. and Six Flags Entertainment Corporation. Incorporated herein by reference to Former Six Flags's Form 10-K filed on March 23, 1998. (P)
10.5 (ii) Subordinated Indemnity Agreement, dated February 9, 1998 among Registrant, the subsidiaries of Registrant named therein, Time Warner, Inc., the subsidiaries of Time Warner Inc. named therein, Six Flags Entertainment Corporation and the subsidiaries of Six Flags Entertainment Corporation named therein. Incorporated herein by reference from Exhibit 2(b) to Former Six Flags's Registration Statement on Form S-3 (No. 333-45859) declared effective on March 26, 1998. (P)
10.5 (iii)
Amendment No. 1 Subordinated Indemnity Agreement, dated November 5, 1999, among Registrant, the subsidiaries of Registrant named therein, Time Warner Inc., the subsidiaries of Time Warner Inc. named therein, Six Flags Entertainment Corporation, and the subsidiaries of Six Flags Entertainment Corporation named therein. Incorporated herein by reference from Exhibit 10 (bb) to Former Six Flags's Form 10-K ( File No. 001-13703) file d on March 12, 20 04 .
10.5 (iv)
Amendment No. 2 Subordinated Indemnity Agreement, dated June 12, 2004, among Registrant, the subsidiaries of Registrant named therein, Time Warner Inc., the subsidiaries of Time Warner Inc. named therein, Six Flags Entertainment Corporation, and the subsidiaries of Six Flags Entertainment Corporation named therein. Incorporated herein by reference from Exhibit 10 (cc) to Former Six Flags’s Form 10-K (File No. 001-13703) filed o n March 12, 2004 .
10.5 (v)
Amendment No. 3 to Subordinated Indemnity Agreement, dated as of April 13, 2004, among Six Flags Operations Inc., Six Flags Theme Parks Inc., SFOG II, Inc., SFT Holdings, Inc., Time Warner Inc., Time Warner Entertainment Company, L.P., TW-SPV Co., Six Flags, Inc. and GP Holdings Inc. Incorporated herein by reference to Exhibit 10.4 to Former Six Flags's Form 10-Q (File No. 001-13703) filed on August 14 , 2009.
10.5 (vi)
Amendment No. 4 to Subordinated Indemnity Agreement, dated as of December 8, 2006, among Six Flags Operations Inc., Six Flags Theme Parks Inc., SFOG II, Inc., SFT Holdings, Inc., Time Warner Inc., Time Warner Entertainment Company, L.P., TW-SPV Co., Six Flags, Inc. and GP Holdings Inc. Incorporated herein by reference to Exhibit 10.5 to Former Six Flags's Form 10-Q (File No. 001-13703) filed on August 14, 2009 .
10.5 (vii)
Amendment No. 5 to Subordinated Indemnity Agreement, dated as of April 2, 2007, among Six Flags Operations Inc., Six Flags Theme Parks Inc., SFOG II, Inc., SFT Holdings, Inc., Time Warner Inc., Warner Bros. Entertainment Inc., TW-SPV Co., Six Flags, Inc. and GP Holdings Inc. Incorporated herein by reference to Exhibit 10.6 to Former Six Flags’s Form 10-Q (File No. 001-13703) f iled on August 14, 200 9.
10.5 (viii)
Amendment No. 6 to Subordinated Indemnity Agreement, dated as of May 15, 2009, among Six Flags Operations Inc., Six Flags Theme Parks Inc., SFOG II, Inc., SFT Holdings, Inc., Historic TW Inc., Time Warner Entertainment Company, L.P., TW-SPV Co., Six Flags, Inc. and GP Holdings Inc. Incorporated herein by reference to Exhibit 10.7 to Former Six Flags’s Form 10-Q (File No. 001-13703) f iled on August 14 , 2009.
10.5 (ix)
Amendment No. 7 to Subordinated Indemnity Agreement, dated as of April 30, 2010, among Six Flags Operations Inc., Six Flags Theme Parks Inc., SFOG II, Inc., SFT Holdings, Inc., Historic TW Inc., Warner Bros. Entertainment Inc., TW-SPV Co., Six Flags Entertainment Corporation, the other subsidiaries of Six Flags Entertainment Corporation and GP Holdings Inc. Incorporated herein by reference from Exhibit 10.7 to Former Six Flags’s Form 10-Q (File No. 001-13703) f iled on May 17, 2010 .
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Exhibit Number Description
10.6
Cedar Fair, L.P. Executive and Management Severance Plan dated November 10, 2022. Incorporated herein by reference to Exhibit 10.31 to Ce dar Fair's Form 10-K (File No. 001-09444) filed on February 17, 2023. (+)
10.7
Cedar Fair, L.P. Executive Officer Acknowledgment and Agreement to Clawback Policy As Adopted October 23, 2023. Incorporated here in by refe rence to Exhi bit 10.25 to Cedar Fair's Form 1 0-K (File No. 001-09444) f iled on February 16, 2024. (+)
10.8
Contract of Sale, dated June 27, 2022, by and between California’s Great America, LLC and Prologis, L.P. Incorporated herein by reference to Exhibit 10.1 to Cedar Fair's Form 8-K (File No. 001-09444) filed on June 27, 2022.
10.9 (i)
2016 Omnibus Incentive Plan Form of Performance Unit Award Agreement (Spring 2021 Version). Incorporated herein by reference to Exhibit 10.1 to Cedar Fair's Form 8-K (File No. 001-09444) filed on March 30, 2021. (+)
10.9 (ii)
2016 Omnibus Incentive Plan Form of Restricted Unit Award Declaration (Spring 2021 Version). Incorporated herein by reference to Exhibit 10.2 to Cedar F air's Form 8-K (File No. 001-09444) filed on March 30, 2021. (+)
10.9 (iii)
2016 Omnibus Incentive Plan Form of Restricted Unit Award Declaration (2022 Employment Agreement Version). Incorporated herein by reference to Exhibit 10.2 to Cedar Fair's Form 10-Q (File No. 001-09444) filed on May 4, 2022. (+)
10 .9 (i v )
2016 Omnibus Incentive Plan Form of Restricted Unit Award Declaration (2022 Non-Employment Agreement Version). Incorporated herein by reference to Exhibit 10.3 to Cedar Fair's Form 10-Q (File No. 001-09444) filed on May 4, 2022. (+)
10 .9 ( v)
2016 Omnibus Incentive Plan Form of Performance Unit Award Agreement (2022 Employment Agreement Version). Incorporated herein by reference to Exhibit 10.4 to Cedar Fair's Form 10-Q (File No. 001-09444) filed on May 4, 2022. (+)
10 .9 (v i )
2016 Omnibus Incentive Plan Form of Performance Unit Award Agreement (2022 Non-Employment Agreement Version). Incorporated herein by reference to Exhibit 10.5 to Cedar Fair's Form 10-Q (File No. 001-09444) filed on May 4, 2022. (+)
10 .9 (vi i )
2016 Omnibus Incentive Plan Form of Restricted Unit Award Declaration (2023 Employment Agreement Version). Incorporated herein by reference to Exhibit 10.1 to Cedar Fair's Form 10-Q (File No. 001-09444) filed on May 4, 2023. (+)
10 .9 (v i i i)
2016 Omnibus Incentive Plan Form of Restricted Unit Award Declaration (2023 Severance Plan Version). Incorporated herein by reference to Exhibit 10.2 to Cedar F a ir's Form 10-Q (File No. 001-09444) filed on May 4, 2023. (+)
10 .9 ( ix )
2016 Omnibus Incentive Plan Form of Performance Unit Award Agreement (2023 Employment Agreement Version). Incorporated herein by reference to Exhibit 10.3 to Cedar Fair's Form 10-Q (File No. 001-09444) filed on May 4, 2023. (+)
10 .9 ( x)
2016 Omnibus Incentive Plan Form of Performance Unit Award Declaration (2023 Severance Plan Version). Incorporated herein by reference to Exhibit 10.4 to Cedar Fair's Form 10-Q (File No. 001-09444) filed on May 4, 2023. (+)
10 .9 (x i )
2016 Omnibus Incentive Plan Form of Performance-Based Phantom Unit Award Agreement. Incorporated herein by reference to Exhibit 10.26 to Cedar Fair's Form 10-K (File No. 001-09444) filed on February 16, 2024. (+)
10 .9 (x i i)
2016 Omnibus Incentive Plan Form of Restricted Unit Award Declaration (2024 Employment Agreement Version). Incorporated herein by reference to Exhibit 10.1 to Cedar Fair's Form 10-Q (File No. 001-09444) filed on May 9, 2024. (+)
10 .9 (x i ii)
2016 Omnibus Incentive Plan Form of Restricted Unit Award Declaration (2024 Severance Plan Version). Incorporated herein by reference to Exhibit 10.2 to Cedar Fair's Form 10-Q (File No. 001-09444) filed on May 9, 2024. (+)
10 .9 ( xiv )
2016 Omnibus Incentive Plan Form of Performance Award Agreement (2024 Employment Agreement Version). Incorporated herein by reference to Exhibit 10.3 to Cedar Fair's Form 10-Q (File No. 001-09444) filed on May 9, 2024. (+)
10 .9 ( xv )
2016 Omnibus Incentive Plan Form of Performance Award Declaration (2024 Severance Plan Version). Incorporated herein by reference to Exhibit 10.4 to Cedar Fair's Form 10-Q (File No. 001-09444) filed on May 9, 2024. (+)
10 .9 (xv i )
Form of Restricted Stock Unit Agreement Pursuant to the Six Flags Entertainment Corporation Long-Term Incentive Plan. Incorporated herein by reference to Exhibit 10.1 to Former Six Flags's Form 10-Q (File No. 001-13703) filed on April 28, 2021. (+)
10 .9 (xv i i)
Form of Nonqualified Stock Option Agreement and Dividend Equivalent Rights Agreement pursuant to the Six Flags Entertainment Corporation Long-Term Incentive Plan. Incorporated herein by reference to Exhibit 10.30 to Former Six Flags’s Form 10-K (File No. 001-13703) filed on February 27, 2013. (+)
10 .9 (xvii i )
Form of Performance Stock Unit Agreement Pursuant to the Six Flags Entertainment Corporation Long-Term Incentive Plan. Incorporated herein by reference to Exhibit 10.1 to Former Six Flags's Form 10-Q (File No. 001-13703) filed on May 12, 2022. (+)
10 .9 (x i x )
Form of Performance Unit Award Agreement for Certain Executive Officers under the 2024 Omnibus Incentive Plan. (+)
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Exhibit Number Description
10 .9 (x x)
Form of Amended and Restated Performance Unit Award Agreement for Selim Bassoul and Gary Mick under the 2024 Omnibus Incentive Plan. (+)
19
Insider Trading Policy.
21
Subsidiaries of the Combined Company.
22
Subsidiary Guarantors and Issuers of Guaranteed Securities. Incorporated herein by reference to Exhibit 22 to the Combined Company's Form 10-Q (File No. 001-42157) filed on November 6, 2024.
23
Consent of Independent Registered Public Accounting Firm.
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97
Clawback Policy as effective October 2, 2023. (+)
101 The following materials from the Combined Company's Annual Report on Form 10-K for the year ended December 31, 2024 formatted in Inline XBRL: (i) the Consolidated Statements of Operations and Comprehensive (Loss) Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Equity, and (v) related notes, tagged as blocks of text and including detailed tags.
104 The cover page from the Combined Company's Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL (included as Exhibit 101).
(+) Management contract or compensatory plan or arrangement.
(P) Filed paper copy only.
ITEM 16. FORM 10-K SUMMARY.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIX FLAGS ENTERTAINMENT CORPORATION
DATED: March 3, 2025
By: /s/ Richard A. Zimmerman
Richard A. Zimmerman
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Richard A. Zimmerman Director, President and Chief Executive Officer March 3, 2025
Richard A. Zimmerman (Principal Executive Officer)
/s/ Brian C. Witherow Chief Financial Officer March 3, 2025
Brian C. Witherow (Principal Financial Officer)
/s/ David R. Hoffman Chief Accounting Officer March 3, 2025
David R. Hoffman (Principal Accounting Officer)
/s/ Selim Bassoul Executive Chairman March 3, 2025
Selim Bassoul
/s/ Daniel J. Hanrahan Lead Independent Director March 3, 2025
Daniel J. Hanrahan
/s/ Esi Eggleston Bracey Director March 3, 2025
Esi Eggleston Bracey
/s/ Louis Carr Director March 3, 2025
Louis Carr
/s/ Michelle M. Frymire Director March 3, 2025
Michelle M. Frymire
/s/ Chieh Huang Director March 3, 2025
Chieh Huang
/s/ Jennifer Mason Director March 3, 2025
Jennifer Mason
/s/ Enrique Ramirez Mena Director March 3, 2025
Enrique Ramirez Mena
/s/ D. Scott Olivet Director March 3, 2025
D. Scott Olivet
/s/ Arik Ruchim Director March 3, 2025
Arik Ruchim
/s/ Marilyn Spiegel Director March 3, 2025
Marilyn Spiegel
82