OTHER INFORMATION
−Removed: (a) As previously disclosed by the Combined Company on Form 8-K on October 15, 2024, in connection with the closing of the Mergers, the Combined Company entered into new employment agreements with Messrs.
−Removed: Zimmerman, Witherow, Fisher and Nurse and Ms.
−Removed: The employment agreements provide for awards of performance stock units ("PSUs") under the Combined Company's 2024 Omnibus Incentive Plan, which awards were previously approved on August 20, 2024 by the People, Culture and Compensation Committee of the Board of Directors.
−Removed: Each PSU represents a contingent right to receive one share of Combined Company Common Stock.
−Removed: Based on actual results, each executive will be eligible to receive between 0% and 200% of the target number of PSUs.
−Removed: The PSUs will be eligible to vest based on the attainment of specified Adjusted EBITDA performance goals by the Combined Company during the applicable performance period, which ends December 31, 2026, and subject to each executives' continued employment with the Combined Company through the determination date following the performance period.
−Removed: The target number of shares underlying such awards to Messrs.
−Removed: Zimmerman, Witherow, Fisher and Nurse and Ms.
−Removed: Sauls are incorporated herein by reference to the Combined Company's Form 8-K filed on October 15, 2024.
+Added: (a) Not applicable.
(b) Not applicable.
−Removed: (c) During the three months ended September 29, 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.
−Removed: Exhibit Number Description of Exhibit
−Removed: Amended and Restated Certificate of Incorporation of Six Flags Entertainment Corporation (incorporated by reference to Exhibit 3.1 to the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No.
−Removed: Amended and Restated Bylaws of Six Flags Entertainment Corporation (incorporated by reference to Exhibit 3.2 to the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No.
−Removed: Fourth Supplemental Indenture, dated as of July 1, 2024, by and among Six Flags Entertainment Corporation, the guarantors party thereto and U.S.
−Removed: Bank National Association, as trustee, to the Indenture, dated as of June 16, 2016 (incorporated by reference to Exhibit 4.1 to the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No.
−Removed: Fourth Supplemental Indenture, dated as of July 1, 2024, by and among Six Flags Entertainment Corporation, the guarantors party thereto and U.S.
−Removed: Bank National Association, as trustee, to the Indenture, dated as of April 13, 2017 (incorporated by reference to Exhibit 4.2 to the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No.
−Removed: 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.
−Removed: Bank National Association, as trustee and collateral agent, to the Indenture, dated as of April 22, 2020 (incorporated by reference to Exhibit 4.3 to the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No.
−Removed: First Supplemental Indenture, dated as of July 1, 2024, by and among Six Flags Entertainment Corporation, the guarantors party thereto and U.S.
−Removed: Bank National Association, as trustee, to the Indenture, dated as of May 3, 2023 (incorporated by reference to Exhibit 4.4 to the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No.
−Removed: 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.
−Removed: Bank Trust Company, National Association, as trustee and notes collateral agent, to the Indenture, dated as of May 2, 2024 (incorporated by reference to Exhibit 4.5 to the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No.
−Removed: 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 by reference to Exhibit 4.6 to the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No.
−Removed: 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 Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No.
+Added: (c) During the three months ended March 30, 2025, 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.
Exhibit Number Description of Exhibit
−Removed: 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 Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No.
−Removed: Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No.
−Removed: Six Flags Entertainment Corporation 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No.
−Removed: 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 by reference to Exhibit 10.3 to the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No.
−Removed: Additional Subsidiary Borrower Agreement, dated as of July 1, 2024, by and among Six Flags Entertainment Corporation, Six Flags Theme Parks Inc.
−Removed: and Wells Fargo Bank, National Association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.4 to the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No.
−Removed: 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 by reference to Exhibit 10.5 to the Combined Company's Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No.
−Removed: 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 Current Report on Form 8-K initially filed with the SEC on July 1, 2024 (File No.
−Removed: Employment agreement, dated July 1, 2024, by and among Six Flags Entertainment Corporation and Selim A.
−Removed: Employment agreement, dated July 1, 2024, by and among Six Flags Entertainment Corporation and Gary Mick.
−Removed: Employment agreement, dated October 8, 2024, by and among Six Flags Entertainment Corporation and Richard A.
−Removed: Employment agreement, dated October 8, 2024, by and among Six Flags Entertainment Corporation and Brian Witherow.
−Removed: Employment agreement, dated October 8, 2024, by and among Six Flags Entertainment Corporation and Tim Fisher.
−Removed: Employment agreement, dated October 8, 2024, by and among Six Flags Entertainment Corporation and Brian Nurse.
−Removed: Employment agreement, dated October 8, 2024, by and among Six Flags Entertainment Corporation and Monica Sauls.
−Removed: Employment agreement, dated October 8, 2024, by and among Six Flags Entertainment Corporation and Christian Dieckmann.
−Removed: Employment agreement, dated October 8, 2024, by and among Six Flags Entertainment Corporation and David Hoffman.
−Removed: Employment agreement, dated October 8, 2024, by and among Six Flags Entertainment Corporation and Ty Tastepe.
−Removed: Employment agreement, dated October 8, 2024, by and among Six Flags Entertainment Corporation and Robert White.
−Removed: Form of Performance Unit Award Agreement for Executive Officers under the 2024 Omnibus Incentive Plan.
+Added: Cooperation Agreement, dated as of March 10, 2025, by and between the Company and Dendur.
+Added: Incorporated herein by reference to Exhibit 10.1 to the Combined Company's Form 8-K (File No.
+Added: 001-42157) filed on March 10, 2025.
+Added: Executive Release Agreement, dated March 26, 2025, by and between the Company and Robert White.
+Added: Incorporated herein by reference to Exhibit 10.1 to the Combined Company's Form 10-K/A (File No.
+Added: 001-42157) filed on April 29, 2025.
+Added: Separation and Release Agreement, dated March 28, 2025, by and between the Company and Gary Mick.
+Added: Incorporated herein by reference to Exhibit 10.2 to the Combined Company's Form 10-K/A (File No.
+Added: 001-42157) filed on April 29, 2025.
+Added: 2024 Omnibus Incentive Plan Form of Restricted Stock Award Agreement and Declaration (2025 Retirement Eligible Employment Agreement Version).
+Added: 2024 Omnibus Incentive Plan Form of Restricted Stock Award Agreement and Declaration (2025 Non-Retirement Eligible Employment Agreement Version).
+Added: 2024 Omnibus Incentive Plan Form of Restricted Stock Award Agreement and Declaration (2025 Severance Plan Version).
+Added: 2024 Omnibus Incentive Plan Form of Performance Stock Unit Award Declaration (2025 Retirement Eligible Employment Agreement Version).
+Added: 2024 Omnibus Incentive Plan Form of Performance Stock Unit Award Declaration (2025 Non-Retirement Eligible Employment Agreement Version).
+Added: 2024 Omnibus Incentive Plan Form of Performance Stock Unit Award Declaration (2025 Severance Plan Version).
+Added: 2024 Omnibus Incentive Plan Form of Deferred Restricted Stock Unit Award Agreement (2025 Version).
+Added: 2024 Omnibus Incentive Plan Form of Director Restricted Stock Award Agreement and Declaration (2025 Version).
Subsidiary Guarantors and Issuers of Guaranteed Securities.
+Added: Incorporated herein by reference to Exhibit 22 to the Combined Company's Form 10-Q (File No.
+Added: 001-42157) filed on November 6, 2024.
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
2 unchanged sentences
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Exhibit Number Description of Exhibit
−Removed: 101 The following materials from the Combined Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 2024 formatted in Inline XBRL:
−Removed: (i) the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income, (ii) the Unaudited Condensed Consolidated Balance Sheets, (iii) the Unaudited Condensed Consolidated Statements of Cash Flow, (iv) the Unaudited Condensed Consolidated Statements of Equity, and (v) related notes, tagged as blocks of text and including detailed tags.
−Removed: 104 The cover page from the Combined Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 2024 formatted in Inline XBRL (included as Exhibit 101).
+Added: 101 The following materials from the Combined Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 2025 formatted in Inline XBRL:
+Added: (i) the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, (ii) the Unaudited Condensed Consolidated Balance Sheets, (iii) the Unaudited Condensed Consolidated Statements of Cash Flow, (iv) the Unaudited Condensed Consolidated Statements of Equity, and (v) related notes, tagged as blocks of text and including detailed tags.
+Added: 104 The cover page from the Combined Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 2025 formatted in Inline XBRL (included as Exhibit 101).
Pursuant to the requirements 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
−Removed: November 6, 2024 /s/ Richard A.
+Added: May 8, 2025 /s/ Richard A.
President and Chief Executive Officer
−Removed: November 6, 2024 /s/ Brian C.
+Added: May 8, 2025 /s/ Brian C.
Chief Financial Officer
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.