What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-06 compared with 2025-05-08 · 229 added, 193 removed, 589 unchanged (42% of the section changed)

3 unchanged sentences

(In thousands)

March 30, 2025 December 31, 2024 March 31, 2024

June 29, 2025 December 31, 2024 June 30, 2024

Current assets:

2 unchanged sentences

Inventories 99,142 71,104 58,166

Prepaid insurance 19,799 19,333 10,496

Other current assets 86,429 80,731 45,815

34 unchanged sentences

General partner — — ( 7 )

Limited partners, 51,252 units outstanding as of March 31, 2024

Limited partners, 51,243 units outstanding as of June 30, 2024

— — ( 702,046 )

Six Flags Entertainment Corporation Shareholders' Equity:

Common stock, 101,074 and 100,350 shares outstanding as of March 30, 2025 and December 31, 2024, respectively

Common stock, 101,254 and 100,350 shares outstanding as of June 29, 2025 and December 31, 2024, respectively

1,013 1,004 —

6 unchanged sentences

SIX FLAGS ENTERTAINMENT CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share and per unit amounts)

Three months ended

March 30, 2025 March 31, 2024

Three months ended Six months ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Net revenues:

11 unchanged sentences

855,911 448,417 1,378,995 676,316

Operating loss ( 321,027 ) ( 126,284 )

Operating income (loss) 74,479 123,199 ( 246,548 ) ( 3,085 )

Interest expense, net 92,409 39,825 179,444 74,161

Loss on early debt extinguishment — 5,911 — 5,911

Other (income) expense, net ( 19,381 ) 1,700 ( 20,965 ) 6,963

Loss before taxes ( 406,478 ) ( 165,883 )

Benefit for taxes ( 186,760 ) ( 32,416 )

Net loss ( 219,718 ) ( 133,467 )

Net loss attributable to non-controlling interests — —

Net loss attributable to Six Flags Entertainment Corporation $ ( 219,718 ) $ ( 133,467 )

Net loss $ ( 219,718 ) $ ( 133,467 )

Other comprehensive income, (net of tax):

Income (loss) before taxes 1,451 75,763 ( 405,027 ) ( 90,120 )

Provision (benefit) for taxes 76,283 20,210 ( 110,477 ) ( 12,206 )

Net income (loss) ( 74,832 ) 55,553 ( 294,550 ) ( 77,914 )

Net income (loss) attributable to non-controlling interests 24,816 — 24,816 —

Net income (loss) attributable to Six Flags Entertainment Corporation $ ( 99,648 ) $ 55,553 $ ( 319,366 ) $ ( 77,914 )

Net income (loss) $ ( 74,832 ) $ 55,553 $ ( 294,550 ) $ ( 77,914 )

Other comprehensive income (loss), (net of tax):

Foreign currency translation 36,090 ( 328 ) 45,128 ( 16 )

Defined benefit retirement plan 233 — 409 —

Other comprehensive income, (net of tax) 9,214 312

Comprehensive loss ( 210,504 ) ( 133,155 )

Comprehensive loss attributable to non-controlling interests — —

Comprehensive loss attributable to Six Flags Entertainment Corporation $ ( 210,504 ) $ ( 133,155 )

Other comprehensive income (loss), (net of tax) 36,323 ( 328 ) 45,537 ( 16 )

Comprehensive income (loss) ( 38,509 ) 55,225 ( 249,013 ) ( 77,930 )

Comprehensive income (loss) attributable to non-controlling interests 24,816 — 24,816 —

Comprehensive income (loss) attributable to Six Flags Entertainment Corporation $ ( 63,325 ) $ 55,225 $ ( 273,829 ) $ ( 77,930 )

Weighted average shares of common stock / LP units outstanding (See Note 10 )

1 unchanged sentence

Diluted 100,652 51,395 100,376 50,717

Loss attributable to Six Flags Entertainment Corporation per share of common stock / LP unit outstanding (See Note 10 )

Net loss per share of common stock / LP unit - basic $ ( 2.20 ) $ ( 2.63 )

Net loss per share of common stock / LP unit - diluted $ ( 2.20 ) $ ( 2.63 )

Income (loss) attributable to Six Flags Entertainment Corporation per share of common stock / LP unit outstanding (See Note 10 )

Net income (loss) per share of common stock / LP unit - basic $ ( 0.99 ) $ 1.09 $ ( 3.18 ) $ ( 1.54 )

Net income (loss) per share of common stock / LP unit - diluted $ ( 0.99 ) $ 1.08 $ ( 3.18 ) $ ( 1.54 )

The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

4 unchanged sentences

Interests Accumulated Other Comprehensive Income (Loss) Total Equity

Balance as of March 31, 2024 — 51,252 $ — $ — $ — $ ( 751,215 ) $ ( 7 ) $ 5,290 $ 15,013 $ ( 730,919 )

Net income attributable to Six Flags Entertainment Corporation — — — — — 55,553 — — — 55,553

Partnership distribution declared ($ 0.300 per unit)

— — — — — ( 15,451 ) — — — ( 15,451 )

Equity-based compensation — ( 9 ) — — — 9,099 — — — 9,099

Tax effect of units involved in treasury unit transactions — — — — — ( 32 ) — — — ( 32 )

Foreign currency translation adjustment,

net of tax $ 298

— — — — — — — — ( 328 ) ( 328 )

Balance as of June 30, 2024 — 51,243 $ — $ — $ — $ ( 702,046 ) $ ( 7 ) $ 5,290 $ 14,685 $ ( 682,078 )

Balance as of March 30, 2025 101,074 — $ 1,010 $ 2,209,825 $ ( 383,989 ) $ — $ — $ — $ 6,934 $ 1,833,780

Net loss attributable to Six Flags Entertainment Corporation — — — — ( 99,648 ) — — — — ( 99,648 )

Equity-based compensation 180 — 3 4,343 — — — — — 4,346

Foreign currency translation adjustment — — — — — — — — 36,090 36,090

Defined benefit retirement plan — — — — — — — — 233 233

Balance as of June 29, 2025 101,254 — $ 1,013 $ 2,214,168 $ ( 483,637 ) $ — $ — $ — $ 43,257 $ 1,774,801

SIX FLAGS ENTERTAINMENT CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except per unit amounts)

For the six months ended Shares of Common Stock Outstanding Limited Partnership Units Outstanding Common Stock Additional Paid-in-Capital Accumulated Deficit Limited Partners’ Deficit General Partner’s Deficit Special L.P.

Interests Accumulated Other Comprehensive Income (Loss) Total Equity

Balance as of December 31, 2023 — 51,013 $ — $ — $ — $ ( 602,947 ) $ ( 6 ) $ 5,290 $ 14,701 $ ( 582,962 )

6 unchanged sentences

— — — — — — — — ( 16 ) ( 16 )

Balance as of March 31, 2024 — 51,252 $ — $ — $ — $ ( 751,215 ) $ ( 7 ) $ 5,290 $ 15,013 $ ( 730,919 )

Balance as of June 30, 2024 — 51,243 $ — $ — $ — $ ( 702,046 ) $ ( 7 ) $ 5,290 $ 14,685 $ ( 682,078 )

Balance as of December 31, 2024 100,350 — $ 1,004 $ 2,207,410 $ ( 164,271 ) $ — $ — $ — $ ( 2,280 ) $ 2,041,863

4 unchanged sentences

— — — — — — — — 409 409

Balance as of March 30, 2025 101,074 — $ 1,010 $ 2,209,825 $ ( 383,989 ) $ — $ — $ — $ 6,934 $ 1,833,780

Balance as of June 29, 2025 101,254 — $ 1,013 $ 2,214,168 $ ( 483,637 ) $ — $ — $ — $ 43,257 $ 1,774,801

The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.

2 unchanged sentences

(In thousands)

Three months ended

March 30, 2025 March 31, 2024

CASH FLOWS FOR OPERATING ACTIVITIES

Six months ended

June 29, 2025 June 30, 2024

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss $ ( 294,550 ) $ ( 77,914 )

Adjustments to reconcile net loss to net cash for operating activities:

Adjustments to reconcile net loss to net cash from operating activities:

Depreciation and amortization 236,958 67,327

Loss on early debt extinguishment — 5,911

Non-cash foreign currency (gain) loss on USD notes ( 17,472 ) 6,869

Non-cash equity based compensation expense 26,011 14,419

Deferred income tax benefit ( 189,873 ) ( 5,559 )

Deferred income tax (benefit) expense ( 124,323 ) 3,186

Interest accretion on NCI call option liability 17,633 —

Other non-cash expenses 8,669 7,051

8 unchanged sentences

Increase (decrease) in accrued salaries, wages and benefits 22,061 ( 2,244 )

Increase (decrease) in self-insurance reserves ( 2,961 ) ( 3,365 )

Increase (decrease) in other liabilities 19,172 12,316

Net cash for operating activities ( 178,036 ) ( 110,610 )

Net cash from operating activities 8,944 68,627

CASH FLOWS FOR INVESTING ACTIVITIES

3 unchanged sentences

Net borrowings on revolving credit loans 57,134 88,000

Term debt borrowings 500,000 1,000,000

Term debt payments ( 2,500 ) —

Note payments ( 200,000 ) ( 1,000,000 )

Distributions paid to partners — ( 30,764 )

Payment of debt issuance costs ( 3,852 ) ( 14,983 )

Payments related to tax withholding for equity compensation ( 19,312 ) ( 4,689 )

Purchase of redeemable non-controlling interests ( 7,794 ) —

Other 66 ( 152 )

2 unchanged sentences

CASH AND CASH EQUIVALENTS

Net decrease for the period ( 21,662 ) ( 30,360 )

Net increase (decrease) for the period 24,212 ( 12,630 )

Balance, beginning of period 83,174 65,488

18 unchanged sentences

Fair Value Measurements

Subsequent Event

SIX FLAGS ENTERTAINMENT CORPORATION

2 unchanged sentences

The Six Flags Merger was accounted for as a business combination under Accounting Standards Codification 805, Business Combinations , using the acquisition method of accounting, and Former Cedar Fair has been determined to be the accounting acquirer and the predecessor for financial statement purposes.

Accordingly, financial results and disclosures referring to periods prior to the Closing Date include only Former Cedar Fair's results before giving effect to the Mergers, including the financial results and disclosures as of March 31, 2024 and for the three months ended March 31, 2024.

Accordingly, financial results and disclosures referring to periods prior to the Closing Date include only Former Cedar Fair's results before giving effect to the Mergers, including the financial results and disclosures as of June 30, 2024 and for the three and six months ended June 30, 2024.

The results of Former Six Flags are included in the Combined Company's results from the Closing Date forward.

Accordingly, financial results and disclosures as of March 30, 2025 and for the three months ended March 30, 2025 reflect the Combined Company's operations.

Accordingly, financial results and disclosures as of June 29, 2025 and for the three and six months ended June 29, 2025 reflect the Combined Company's operations.

References to the "Combined Company" and the "Company" are to Former Cedar Fair, Former Six Flags and Copper Merger Sub after giving effect to the Mergers.

12 unchanged sentences

To assure that these seasonal operations will not result in misleading comparisons of current and subsequent interim periods, management has adopted the following accounting procedures:

(a) revenues from multi-use products are recognized over the estimated number of uses expected for each type of product;

(a) revenues from multi-use products are generally recognized over the estimated number of uses expected for each type of product;

and the estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration, which generally occurs no later than the close of the operating season associated with each product;

5 unchanged sentences

This method was deemed to be preferable to improve internal comparability, achieve better industry comparability and provide a better representation of the impact on the value of fixed assets over time.

This change in interim depreciation method led to an increase in depreciation expense of approximately $ 29 million resulting in a decrease in income from continuing operations and a tax effected impact on net loss of approximately $ 21 million ($ 0.21 per share) for the three months ended March 30, 2025.

This change in interim depreciation method led to a decrease in depreciation expense of approximately $ 15 million resulting in an increase in income from continuing operations and a tax effected impact on net income (loss) of approximately $ 14 million ($ 0.14 per share) for the three months ended June 29, 2025.

This change in interim depreciation method led to an increase in depreciation expense of approximately $ 14 million resulting in a decrease in income from continuing operations and a tax effected impact on net income (loss) of approximately $ 13 million ($ 0.13 per share) for the six months ended June 29, 2025.

The change in interim depreciation method will have no impact on annual operating income or net income.

1 unchanged sentence

As a result of the Mergers (described in Note 2 ), the Combined Company made certain reclassification adjustments to prior period amounts where it adopted the Former Six Flags classification as opposed to the Former Cedar Fair classification.

These reclassifications had no net impact on net revenues, operating loss, net loss, cash flows, or total assets, liabilities and equity.

– Certain prior year supplies inventory amounts of $ 3.5 million as of March 31, 2024 have been reclassified from "Inventories" to "Other current assets" in the unaudited condensed consolidated balance sheet to conform with the Combined Company presentation.

– Certain processing fees charged to customers totaling $ 1.9 million for the three months ended March 31, 2024 have been reclassified from "Accommodations, extra-charge products and other" to "Admissions" in the unaudited condensed consolidated statements of operations and comprehensive loss.

In addition, the amounts were also reclassified from out-of-park revenues to in-park revenues as defined within Management's Discussion and Analysis.

– Certain expenses, including credit card fees, other revenue processing fees, and park level technology and marketing costs, totaling $ 14.8 million for the three months ended March 31, 2024 have been reclassified from "Selling, general and administrative" to "Operating expenses" in the unaudited condensed consolidated statements of operations and comprehensive loss.

– Interest income totaling $ 0.4 million for the three months ended March 31, 2024 have been reclassified from "Other (income) expense, net" to "Interest expense, net" in the unaudited condensed consolidated statements of operations and comprehensive loss.

These reclassifications had no net impact on net revenues, operating income (loss), net income (loss), cash flows, or total assets, liabilities and equity.

– Certain prior year supplies inventory amounts of $ 3.3 million as of June 30, 2024 have been reclassified from "Inventories" to "Other current assets" in the unaudited condensed consolidated balance sheet to conform with the Combined Company presentation.

– Certain processing fees charged to customers totaling $ 12.2 million and $ 14.1 million for the three and six months ended June 30, 2024, respectively, have been reclassified from "Accommodations, extra-charge products and other" to "Admissions" in the unaudited condensed consolidated statements of operations and comprehensive income (loss).

In addition, the amounts were also reclassified from out-of-park revenues to in-park admissions revenues as defined within Management's Discussion and Analysis.

– Certain expenses, including credit card fees, other revenue processing fees, and park level technology and marketing costs, totaling $ 26.4 million and $ 41.1 million for the three and six months ended June 30, 2024, respectively, have been reclassified from "Selling, general and administrative" to "Operating expenses" in the unaudited condensed consolidated statements of operations and comprehensive income (loss).

– Interest income totaling $ 0.2 million and $ 0.6 million for the three and six months ended June 30, 2024, respectively, have been reclassified from "Other (income) expense, net" to "Interest expense, net" in the unaudited condensed consolidated statements of operations and comprehensive income (loss).

Contingencies

4 unchanged sentences

The Combined Company will pay $ 40.0 million to settle the claims, an amount that will be fully funded by the Combined Company’s insurance carriers.

Therefore, the Combined Company's unaudited condensed consolidated balance sheet as of March 30, 2025 included a $ 40.0 million receivable and a corresponding $ 40.0 million liability recorded within "Other accrued liabilities".

Therefore, the Combined Company's unaudited condensed consolidated balance sheet as of June 29, 2025 included a $ 40.0 million receivable and a corresponding $ 40.0 million liability recorded within "Other accrued liabilities".

The court approved the settlement agreement in January 2025.

4 unchanged sentences

4:20-cv-00201-P (N.D.

Tex.) (the “Electrical Workers litigation”), and an amended complaint was filed on March 20, 2020.

On May 8, 2020, Oklahoma Firefighters Pension and Retirement System (“Oklahoma Firefighters”) and Electrical Workers Pension Fund Local 103 I.B.E.W.

were appointed as lead plaintiffs, Bernstein Litowitz Berger & Grossman LLP was appointed as lead counsel, and McKool Smith PC was appointed as liaison counsel.

On July 2, 2020, lead plaintiffs filed a consolidated complaint.

Tex.), and an amended complaint was filed on March 20, 2020.

A consolidated compliant was filed on July 2, 2020.

The consolidated complaint alleged, among other things, that the defendants made materially false or misleading statements or omissions regarding Former Six Flags' business, operations and growth prospects, specifically with respect to the development of Six Flags branded parks in China and the financial health of its former partner, Riverside Investment Group Co.

1 unchanged sentence

The consolidated complaint sought an unspecified amount of compensatory damages and other relief on behalf of a putative class of purchasers of Former Six Flags’ publicly traded common stock during the period between April 24, 2018 and February 19, 2020.

On August 3, 2020, defendants filed a motion to dismiss the consolidated complaint.

On March 3, 2021, the district court granted defendants’ motion, dismissing the complaint in its entirety and with prejudice.

On August 25, 2021, Co-Lead Plaintiff Oklahoma Firefighters filed a notice of appeal to the U.S.

Court of Appeals for the Fifth Circuit (the "Fifth Circuit") from the district court’s decisions granting defendants’ motion to dismiss, denying plaintiffs’ motion to amend or set aside judgment, and denying plaintiffs’ motion for leave to file a supplemental brief.

The appeal was fully briefed as of December 15, 2021, and oral argument was held on March 7, 2022.

On January 18, 2023, the Fifth Circuit reversed the dismissal and remanded the case to the district court for further proceedings.

On February 9, 2023, the Fifth Circuit mandate issued to the district court.

On March 7, 2023, the district court entered a scheduling order governing pre-trial proceedings.

On April 18, 2023, Oklahoma Firefighters filed a motion for leave to file an amended complaint that would add a new named plaintiff, remove former Co-Lead Plaintiff Electrical Workers Pension Fund Local 103 I.B.E.W., and modify the case caption.

On May 2, 2023, defendants filed an opposition to that motion and a motion for judgment on the pleadings.

On June 2, 2023, the district court granted defendants’ motion for judgment on the pleadings, dismissing the case with prejudice, and denied Oklahoma Firefighters’ motions.

On June 30, 2023, plaintiffs filed a notice of appeal to the Fifth Circuit from the district court’s decisions.

The appeal was fully briefed as of December 4, 2023, and oral argument was held on March 4, 2024.

On April 18, 2024, the Fifth Circuit reversed the dismissal and remanded the case to the district court.

On May 31, 2024, the district court entered a scheduling order setting the case for trial on December 8, 2025.

Following the grant of defendants' motion to dismiss, its reversal on appeal to the U.S.

Court of Appeals for the Fifth Circuit, the grant by the District Court of defendants' motion for judgment on the pleadings and its reversal by the Fifth Circuit.

On September 3, 2024, the parties entered into a settlement agreement, subject to court approval, resolving the claims.

The Combined Company will pay $ 40.0 million to settle the claims, an amount that will be fully funded by the Combined Company’s insurance carriers.

On September 23, 2024, the District Court granted the plaintiffs’ motion for preliminary approval of the settlement and scheduled a final fairness hearing for January 25, 2025.

On January 28, 2025, the District Court entered its order and judgement of final approval of the settlement agreement.

Securities and Exchange Commission Investigation

The Securities and Exchange Commission conducted an investigation into Former Six Flags' disclosures and reporting made in 2018 through February 2020 related to its business, operations and growth prospects of its Six Flags branded parks in China and the financial health of its former business partner, Riverside Investment Group Co.

Former Six Flags received a document subpoena in February 2020 and subsequently certain current and former executives received subpoenas in connection with this matter.

The investigation was concluded by the Securities and Exchange Commission during the first quarter of 2025, and no enforcement actions were recommended.

On January 28, 2025, the District Court entered its order and judgment of final approval of the settlement agreement.

Recently Adopted Accounting Pronouncements

21 unchanged sentences

The Six Flags Merger has been accounted for as a business combination under Accounting Standards Codification 805, Business Combinations , using the acquisition method of accounting, and Cedar Fair has been determined to be the accounting acquirer and the predecessor for financial statement purposes.

Upon completion of the Mergers, subject to certain exceptions, (i) each issued and outstanding unit of limited partnership interest in Cedar Fair, including limited partnership interests underlying depositary units representing limited partnership interests on deposit (each a “Cedar Fair Unit” and collectively, the “Cedar Fair Units”) (excluding any (a) units held in the treasury of Cedar Fair or owned by Cedar Fair Management, Inc., the former general partner of Cedar Fair (“Cedar Fair General Partner”) and (b) restricted units of Cedar Fair, which were converted into restricted shares of Combined Company Common Stock based on the Cedar Fair Exchange Ratio, as further described below), was converted into the right to receive one ( 1 ) share of common stock, par value $ 0.01 per share, of the Combined Company (the “Combined Company Common Stock”) (the “Cedar Fair Exchange Ratio”), together with cash in lieu of fractional shares of Combined Company Common Stock, without interest and (ii) each issued and outstanding share of common stock, par value $ 0.025 per share of Former Six Flags (the “Six Flags Common Stock”) (excluding any (a) shares of Six Flags Common Stock held in treasury of Former Six Flags and (b) restricted shares of Former Six Flags, which were converted into restricted shares of the Combined Company Common Stock based on the Former Six Flags Exchange Ratio, as further described below), was converted into the right to receive 0.5800 shares of Combined Company Common Stock (the “Six Flags Exchange Ratio”), together with cash in lieu of fractional shares of Combined Company Common Stock, without interest.

Upon completion of the Mergers, subject to certain exceptions, (i) each issued and outstanding unit of limited partnership interest in Cedar Fair, including limited partnership interests underlying depositary units representing limited partnership interests on deposit (each a “Cedar Fair Unit” and collectively, the “Cedar Fair Units”) (excluding any (a) units held in the treasury of Cedar Fair or owned by Cedar Fair Management, Inc., the former general partner of Cedar Fair and (b) restricted units of Cedar Fair, which were converted into restricted shares of Combined Company Common Stock based on the Cedar Fair Exchange Ratio, as further described below), was converted into the right to receive one ( 1 ) share of common stock, par value $ 0.01 per share, of the Combined Company (the “Combined Company Common Stock”) (the “Cedar Fair Exchange Ratio”), together with cash in lieu of fractional shares of Combined Company Common Stock, without interest and (ii) each issued and outstanding share of common stock, par value $ 0.025 per share of Former Six Flags (the “Six Flags Common Stock”) (excluding any (a) shares of Six Flags Common Stock held in treasury of Former Six Flags and (b) restricted shares of Former Six Flags, which were converted into restricted shares of the Combined Company Common Stock based on the Six Flags Exchange Ratio, as further described below), was converted into the right to receive 0.5800 shares of Combined Company Common Stock (the “Six Flags Exchange Ratio”), together with cash in lieu of fractional shares of Combined Company Common Stock, without interest.

Following the close of the transaction, the holders of the Cedar Fair Units immediately prior to the closing owned approximately 51.2 % of the outstanding shares of the Combined Company Common Stock and the holders of the Six Flags Common Stock immediately prior to the closing owned approximately 48.8 % of the outstanding shares of the Combined Company Common Stock.

1 unchanged sentence

The adjustment to equity was recorded within "Additional-Paid-in-Capital" and totaled $ 312.8 million.

The following table illustrates the computation of the preliminary estimated fair value of consideration transferred.

As part of the Mergers, Cedar Fair paid $ 205.2 million of outstanding borrowings under Former Six Flags' revolving credit facility, inclusive of interest and fees, and paid the $ 128.2 million Former Six Flags Special Dividend, which is defined and further described below.

The following table illustrates the computation of the estimated fair value of consideration transferred.

As part of the Mergers, Cedar Fair paid $ 205.2 million of outstanding borrowings under Former Six Flags' revolving credit facility, inclusive of interest and fees, and paid the $ 128.2 million Special Dividend, which is defined and further described below.

(In thousands) Consideration

12 unchanged sentences

Merger Consideration was allocated to tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values.

The following table summarizes the preliminary purchase price allocation of the assets acquired and liabilities assumed in the Mergers:

The following table summarizes the final purchase price allocation of the assets acquired and liabilities assumed in the Mergers:

(In thousands) Preliminary Allocation Measurement Period Adjustments Adjusted Allocation

23 unchanged sentences

Fair Value of Net Assets Acquired $ 3,247,326 $ — $ 3,247,326

As of March 30, 2025, the Combined Company recorded a cumulative net measurement period adjustment that increased goodwill by $ 526.0 million.

As of June 29, 2025, the Combined Company recorded a cumulative net measurement period adjustment that increased goodwill by $ 590.8 million.

The measurement period adjustments were recorded to better reflect facts and circumstances that existed as of the Closing Date of the Mergers.

The property and equipment adjustment, along with the related adjustment to deferred tax liabilities, was due to subsequent valuation adjustments.

The purchase price allocation is subject to any further subsequent valuation adjustments within the measurement period.

Management has not finalized the fair values of assets acquired and liabilities assumed.

The estimated fair values of certain assets and liabilities including, but not limited to, property and equipment, the Six Flags trade name, self-insurance reserves,

contingencies and deferred taxes require judgment and assumptions that increase the likelihood that adjustments may be made to these estimates during the measurement period, and those adjustments could be material.

The property and equipment adjustment, along with the related adjustment to deferred tax liabilities, was primarily due to subsequent valuation adjustments.

Goodwill is primarily attributable to expected synergies from combining the operations of Former Cedar Fair and Former Six Flags, as well as intangible assets that do not qualify for separate recognition.

4 unchanged sentences

The allowance for doubtful accounts is recorded as a reduction of deferred revenue to the extent revenue has not been recognized on the corresponding season-long products.

Former Six Flags contributed net revenues of $ 111.0 million and net loss of $ 133.6 million to the Combined Company for the three months ended March 30, 2025.

The following unaudited pro forma financial information presents combined results of operations for the three months ended March 31, 2024, as if the Mergers had occurred as of January 1, 2023, prepared in accordance with ASC 805.

Former Six Flags contributed net revenues of $ 388.7 million and $ 499.7 million, and net loss of $ 101.0 million and $ 234.5 million to the Combined Company for the three and six months ended June 29, 2025, respectively.

The following unaudited pro forma financial information presents combined results of operations for the three and six months ended June 30, 2024, as if the Mergers had occurred as of January 1, 2023, prepared in accordance with ASC 805.

The information below reflects pro forma adjustments based on available information and certain assumptions that management believes are factual and supportable.

1 unchanged sentence

The unaudited pro forma information is for informational purposes only and is not necessarily indicative of the consolidated results of operations of the combined business had the Mergers actually occurred as of January 1, 2023, or of the results of future operations of the combined business.

On an unaudited pro forma basis, combined net revenues totaled $ 234.9 million and combined net loss totaled $ 236.3 million for the three months ended March 31, 2024.

During the three months ended March 31, 2024, $ 6.4 million of merger transaction related costs were incurred.

These amounts primarily included third-party legal and consulting costs related to the transaction and were recorded within "Selling, general and administrative" in the unaudited condensed consolidated statement of operations and comprehensive loss.

On an unaudited pro forma basis, combined net revenues totaled $ 1.01 billion and $ 1.25 billion for the three and six months ended June 30, 2024, respectively;

and combined net income totaled $ 81.8 million for the three months ended June 30, 2024 and combined net loss totaled $ 159.1 million for the six months ended June 30, 2024.

During the three and six months ended June 30, 2024, $ 8.4 million and $ 14.9 million of merger transaction related costs were incurred, respectively.

Special Dividend

As previously announced by Former Six Flags, on June 18, 2024, Former Six Flags declared a special dividend, payable to holders of record of Former Six Flags Common Stock as of the close of business one business day prior to the Closing Date, June 28, 2024, with a per share amount of $ 1.53 , which is equal to (a) $ 1.00 plus (b) the product (rounded up to the nearest whole cent) of (i) the Six Flags Exchange Ratio and (ii) the aggregate amount of distributions per unit declared or paid by Cedar Fair with respect to a Cedar Fair Unit with a record date following November 2, 2023 and prior to the time the Six Flags Merger became effective (the “Closing Effective Time”) after giving effect to appropriate adjustments to reflect the Mergers (the “Special Dividend”), which distributions per Cedar Fair Unit were $ 0.90 in the aggregate.

As previously announced by Former Six Flags, on June 18, 2024, Former Six Flags declared a special dividend, payable to holders of record of Former Six Flags Common Stock as of the close of business one business day prior to the Closing Date, June 28, 2024, with a per share amount of $ 1.53 , which is equal to (a) $ 1.00 plus (b) the product (rounded up to the nearest whole cent) of (i) the Six Flags Exchange Ratio and (ii) the aggregate amount of distributions per unit declared or paid by Cedar Fair with respect to a Cedar Fair Unit with a record date following November 2, 2023 and prior to the time the Six Flags Merger became effective after giving effect to appropriate adjustments to reflect the Mergers (the “Special Dividend”), which distributions per Cedar Fair Unit were $ 0.90 in the aggregate.

The payment of the Special Dividend was completed on or about July 8, 2024 and was included in Merger Consideration.

(3) Revenue Recognition:

As disclosed within the consolidated statements of operations and comprehensive loss, 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.

As disclosed within the consolidated statements of operations and comprehensive income (loss), 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.

Admission revenues include amounts paid to gain admission into the parks, including parking fees, and online transaction fees charged to customers.

2 unchanged sentences

Most revenues are recognized on a daily basis based on actual guest spend at the properties.

Revenues from multi-use products, including season-long products for admission, dining, beverage and other products and the first 12-month period for membership products, are recognized over the estimated number of uses expected for each type of product.

Revenues from multi-use products, including season-long products for admission, dining, beverage and other products and the first 12-month non-cancelable period for membership products, are recognized over the estimated number of uses expected for each type of product.

The estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration.

9 unchanged sentences

The remainder was related to deferred online transaction fees charged to customers, advanced ticket sales, prepaid games cards and gift cards, sponsorships, advanced resort reservations and other deferred revenue.

Approximately $ 31 million of the current deferred revenue balance as of January 1, 2025 was recognized during the three months ended March 30, 2025.

As of March 30, 2025 and March 31, 2024, $ 5.5 million and $ 7.5 million of non-current deferred revenue was recorded, respectively, which primarily represented prepaid lease payments for a portion of the California's Great America parking lot.

Approximately $ 127 million of the current deferred revenue balance as of January 1, 2025 was recognized during the six months ended June 29, 2025.

As of June 29, 2025 and June 30, 2024, $ 7.6 million and $ 7.0 million of non-current deferred revenue was recorded, respectively, which primarily represented prepaid lease payments for a portion of the California's Great America parking lot.

The prepaid lease payments are being recognized through 2027, or through the sale-leaseback period for the land under California's Great America.

5 unchanged sentences

The Combined Company is not exposed to a significant concentration of customer credit risk.

As of March 30, 2025, December 31, 2024 and March 31, 2024, a $ 11.2 million, $ 9.3 million and $ 9.2 million allowance for doubtful accounts was recorded, respectively, representing estimated defaults on installment purchase plans.

As of June 29, 2025, December 31, 2024 and June 30, 2024, a $ 24.7 million, $ 9.3 million and $ 14.2 million allowance for doubtful accounts was recorded, respectively, representing estimated defaults on installment purchase plans.

The default estimate is calculated using historical default rates adjusted for current period trends.

1 unchanged sentence

(4) Long-Lived Assets:

As of March 30, 2025, December 31, 2024, and March 31, 2024, property and equipment was classified as following:

(In thousands) March 30, 2025 December 31, 2024 March 31, 2024

As of June 29, 2025, December 31, 2024, and June 30, 2024, property and equipment was classified as following:

(In thousands) June 29, 2025 December 31, 2024 June 30, 2024

Land $ 806,088 $ 802,984 $ 286,424

6 unchanged sentences

Property and equipment, net $ 4,403,986 $ 4,296,955 $ 1,689,029

Property and equipment, net as of March 30, 2025 included $ 2.7 billion of Former Six Flags assets acquired on July 1, 2024 (see Note 2 ).

Property and equipment, net as of June 29, 2025 included $ 2.7 billion of Former Six Flags assets acquired on July 1, 2024 (see Note 2 ).

Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable.

9 unchanged sentences

Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on the unaudited condensed consolidated financial statements.

Except for those losses on disposals or retirements of fixed assets recorded in the ordinary course of business, management concluded no indicators of impairment of long-lived assets existed during the first three months of 2025 and the first three months of 2024.

On May 1, 2025, the Combined Company announced that it will close Six Flags America and Hurricane Harbor (collectively "Six Flags America") located in Bowie, Maryland following the end of the 2025 operating season.

The property on which Six Flags America is located, which is approximately 500 acres, will be marketed for redevelopment as part of the Combined Company's ongoing portfolio optimization efforts.

As a result, the estimated useful lives of the remaining property and equipment at Six Flags America were updated to depreciate through October 2025, or the end of Six Flags America's 2025 operating season.

We expect this to result in an approximate $ 19 million increase in depreciation expense in 2025.

As the property and equipment will be disposed significantly before the end of their previously estimated useful lives, we also tested the long-lived assets at Six Flags America for impairment during the second quarter of 2025, which resulted in no impairment.

Management concluded no other triggering events occurred with respect to long-lived assets during the first six months of 2025 and the first six months of 2024.

Management's conclusions were based on updated financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions.

1 unchanged sentence

Goodwill and other indefinite-lived intangible assets, including trade names, are reviewed for impairment annually, or more frequently if indicators of impairment exist.

Management concluded no indicators of impairment existed during the first three months of 2025, and no indicators of impairment existed during the first three months of 2024.

Management concluded no triggering events with respect to goodwill and other indefinite-lived intangible assets occurred during the first six months of 2025 or during the first six months of 2024.

Management's conclusions were based on updated financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions.

2 unchanged sentences

These reporting units' fair value exceeded their carrying values by less than 10% upon allocation.

If future operating results do not meet expectations, the goodwill assigned to these reporting units may become impaired.

The Six Flags trade name was also acquired in the Mergers and was valued at $ 850.0 million.

The Six Flags trade name is an indefinite-lived intangible asset.

While year-to-date results for Former Six Flags have not met expectations, management did not consider these results to be a triggering event for the Former Six Flags reporting units or the Six Flags trade name due to the seasonality of the business and the impact of weather on year-to-date results.

If future operating results continue to fall short of expectations, the goodwill assigned to these reporting units and the Six Flags trade name may become impaired.

See Note 2 for additional information regarding the Mergers.

The Schlitterbahn trade name and Schlitterbahn reporting unit were tested for impairment during the third quarter of 2024 due to a decline in estimated future cash flows as a result of changes in planned capital allocations across the Combined Company portfolio following the Mergers.

Management concluded the estimated fair value of the Schlitterbahn reporting unit no longer

exceeded its carrying value resulting in impairment recorded during the third quarter of 2024.

While year-to-date results for the Schlitterbahn parks have not met expectations, management did not consider these results to be a triggering event for the Schlitterbahn reporting unit and Schlitterbahn trade name due to the seasonality of the business.

If future operating results continue to fall short of expectations, the goodwill assigned to the Schlitterbahn parks and the Schlitterbahn trade name may become further impaired.

The fair value of reporting units is established using a combination of an income (discounted cash flow) approach and market approach.

9 unchanged sentences

Actual results could materially differ from these estimates.

Changes in the carrying value of goodwill for the three months ended March 30, 2025 and March 31, 2024 were:

Changes in the carrying value of goodwill for the six months ended June 29, 2025 and June 30, 2024 were:

(In thousands) Gross Goodwill Accumulated Impairment Losses Net Goodwill

3 unchanged sentences

Foreign currency translation 37,856 — 37,856

Balance as of March 30, 2025 $ 3,519,610 $ ( 216,259 ) $ 3,303,351

Balance as of June 29, 2025 $ 3,615,349 $ ( 216,259 ) $ 3,399,090

Balance as of December 31, 2023 $ 438,422 $ ( 173,797 ) $ 264,625

Foreign currency translation ( 2,033 ) — ( 2,033 )

Balance as of March 31, 2024 $ 436,979 $ ( 173,797 ) $ 263,182

As of March 30, 2025, December 31, 2024, and March 31, 2024, other intangible assets consisted of the following:

Balance as of June 30, 2024 $ 436,389 $ ( 173,797 ) $ 262,592

As of June 29, 2025, December 31, 2024, and June 30, 2024, other intangible assets consisted of the following:

(In thousands) Gross

1 unchanged sentence

Amortization Net

March 30, 2025

June 29, 2025

Other intangible assets:

9 unchanged sentences

Total other intangible assets $ 899,011 $ ( 1,177 ) $ 897,834

March 31, 2024

June 30, 2024

Other intangible assets:

3 unchanged sentences

Total other intangible assets $ 49,802 $ ( 1,221 ) $ 48,581

(1) Other intangible assets as of March 30, 2025 and December 31, 2024 included $ 850.0 million for the Six Flags trade name acquired on July 1, 2024 (see Note 2 ).

The Six Flags trade name is an indefinite-lived intangible asset.

(1) Trade name amortization represents amortization of the California's Great America trade name.

2 unchanged sentences

(6) Long-Term Debt:

Long-term debt as of March 30, 2025, December 31, 2024, and March 31, 2024 consisted of the following:

(In thousands) March 30, 2025 December 31, 2024 March 31, 2024

Long-term debt as of June 29, 2025, December 31, 2024, and June 30, 2024 consisted of the following:

(In thousands) June 29, 2025 December 31, 2024 June 30, 2024

Revolving credit facility averaging 6.4 % YTD 2025, 7.4 % in 2024 and 8.2 % YTD 2024

$ 372,309 $ 315,000 $ 88,000

Term loan averaging 6.3 % YTD 2025 and 7.1 % in 2024

Term loan averaging 6.3 % YTD 2025, 7.1 % in 2024 and 7.3 % YTD 2024

1,492,500 995,000 1,000,000

Former Cedar Fair notes

2025 senior secured notes at 5.500 %

— — 1,000,000

2027 senior unsecured notes at 5.375 %

6 unchanged sentences

2025 senior secured notes at 7.000 %

200,000 200,000 —

2027 senior unsecured notes at 5.500 %

11 unchanged sentences

Term Debt and Revolving Credit Facilities

On May 1, 2024, Former Cedar Fair entered into a new credit agreement (the "2024 Credit Agreement"), which includes a $ 1.0 billion senior secured term loan facility and included a $ 300 million revolving credit facility.

On May 1, 2024, Former Cedar Fair entered into a credit agreement (the "2024 Credit Agreement"), which included a $ 1.0 billion senior secured term loan facility and $ 300 million revolving credit facility.

The revolving credit facility replaced the existing revolving credit facility under Former Cedar Fair's prior credit agreement (the "2017 Credit Agreement").

1 unchanged sentence

The facilities provided under the 2024 Credit Agreement are collateralized by substantially all of the assets of Former Cedar Fair, its wholly owned domestic subsidiaries and its Canadian subsidiary that is a borrower under the 2024 Credit Agreement, and the subsidiaries of Former Six Flags that are co-issuers and/or guarantors under the 2025 Six Notes (as defined below) and/or the 2032 Six Notes (as defined below), subject to customary exceptions set forth in the 2024 Credit Agreement, as amended.

The senior secured term loan facility under the 2024 Credit Agreement, as amended, requires amortization payments of $ 10.0 million per year, payable in equal quarterly installments;

matures on May 1, 2031;

and bears interest at Term Secured Overnight Financing Rate ("SOFR") plus a margin of 200 basis points ("bps") per annum or base rate plus a margin of 100 bps per annum.

Following the First Amendment, the revolving credit facility capacity under the 2024 Credit Agreement, as amended, is $ 850 million with a maturity date of July 1, 2029, subject to a springing maturity date on the date that is 91 days prior to the final maturity of certain indebtedness in an aggregate outstanding principal amount greater than $ 200 million on such date.

The revolving credit facility bears interest at Term SOFR or Term Canadian Overnight Repo Rate Average plus a margin of 200 bps per annum, or base rate or Canadian prime rate plus a margin of 100 bps per annum;

The revolving credit facility bears interest at Term Secured Overnight Financing Rate ("SOFR") or Term Canadian Overnight Repo Rate Average plus a margin of 200 basis points ("bps") per annum, or base rate or Canadian prime rate plus a margin of 100 bps per annum;

and requires a commitment fee of 50 bps per annum on the unused portion of the revolving credit facility, which is subject to decrease to 37.5 bps upon achievement of a 3.5 x Net First Lien Leverage Ratio (as defined in the 2024 Credit Agreement, as amended).

Prior to the First Amendment, the then-existing revolving credit facility would have matured on February 10, 2028, subject to a springing maturity date on the date that was 91 days prior to the final maturity of certain indebtedness in an aggregate outstanding principal amount greater than $ 200 million on such date.

There was $ 625.7 million of outstanding borrowings under the revolving credit facility as of March 30, 2025.

On June 27, 2025, the Combined Company further amended the 2024 Credit Agreement (the "Second Amendment").

As a result of the Second Amendment, an additional $ 500 million of senior secured term loan facility was incurred.

The proceeds from the additional senior secured term loan facility were used to redeem the remaining 2025 Six Notes (as defined below) and a portion of the then-outstanding revolving credit facility borrowings.

The senior secured term loan facility under the 2024 Credit Agreement, as amended, requires amortization payments of $ 15.0 million per year, payable in equal quarterly installments;

matures on May 1, 2031;

and bears interest at Term SOFR plus a margin of 200 bps per annum or base rate plus a margin of 100 bps per annum.

There was $ 372.3 million of outstanding gross borrowings under the revolving credit facility as of June 29, 2025.

The 2024 Credit Agreement, as amended, also provides for the issuance of documentary and standby letters of credit.

After letters of credit totaling $ 45.0 million, the Combined Company had $ 179.3 million of availability under its revolving credit facility as of March 30, 2025.

After letters of credit totaling $ 45.0 million, the Combined Company had $ 432.7 million of availability under its revolving credit facility as of June 29, 2025.

The total senior secured revolving credit facility capacity under the 2017 Credit Agreement was $ 300 million with a Canadian sub-limit of $ 15 million.

of the revolving credit facility, in each case without any step-downs, and was collateralized by substantially all of the assets of the Partnership.

The senior secured revolving credit facility bore interest at SOFR plus 350 bps with a SOFR adjustment of 10 bps per annum and a floor of zero , required the payment of a 62.5 bps commitment fee per annum on the unused portion of the revolving credit facility, in each case without any step-downs, and was collateralized by substantially all of the assets of the Partnership.

Former Cedar Fair Notes

10 unchanged sentences

The 2025 senior notes and the related guarantees were secured by first-priority liens on the issuers' and the guarantors' assets that secured all the obligations under the 2017 Credit Agreement.

Interest was payable under the 2025 senior notes semi-annually in May and November, with the principal due in full on May 1, 2025.

On May 2, 2024, the net proceeds from the new senior secured term loan facility under the 2024 Credit Agreement and cash on hand were used to redeem all of the 2025 senior notes.

8 unchanged sentences

– $ 365.0 million of 7.000 % senior secured notes due 2025 ("2025 Six Notes").

Interest is payable under the 2025 Six Notes semi-annually in January and July, with the principal due in full on July 1, 2025.

$ 165 million of the outstanding balance of the 2025 Six Notes was paid on July 1, 2024.

$ 165 million of the outstanding balance of the 2025 Six Notes was paid on July 1, 2024, and the remaining balance of the 2025 Six Notes was paid on June 27, 2025 with the proceeds of the additional $ 500 million of senior secured term loan borrowings as a result of the Second Amendment.

– $ 500.0 million of 5.500 % senior unsecured notes due 2027 ("2027 Six Notes").

16 unchanged sentences

If the pro forma Total Indebtedness to Consolidated Cash Flow Ratio is less than or equal to 5.25 x, the Combined Company can make restricted payments up to its restricted payment pool so long as no default or event of default has occurred and is continuing or would occur as a consequence thereof.

The Combined Company's pro forma Total Indebtedness to Consolidated Cash Flow Ratio was less than 5.25 x as of March 30, 2025.

The Combined Company's pro forma Total Indebtedness to Consolidated Cash Flow Ratio was greater than 5.25 x as of June 29, 2025.

On November 9, 2023, Cedar Fair entered into supplemental indentures related to the 2025 senior notes, 2027 senior notes, 2028 senior notes and 2029 senior notes (the "Amendments") following receipt of requisite consents from the holders of the notes.

6 unchanged sentences

The equity interests owned by non-affiliated parties in SFOT are reflected in the unaudited condensed consolidated balance sheet as redeemable non-controlling interests.

Following the notification of the Combined Company's intent to exercise the End-of-Term Option related to SFOG as further described below, the redeemable non-controlling interests related to SFOG were classified as a non-current liability within "NCI call option liability" on the unaudited condensed consolidated balance sheet.

The portion of earnings or loss attributable to non-affiliated parties in the Partnership Parks is reflected as net income attributable to non-controlling interests in the unaudited condensed consolidated statements of operations and comprehensive loss.

Following the notification of the Combined Company's intent to exercise the End-of-Term Option related to SFOG as further described below, the redeemable non-controlling interests related to SFOG are classified as a non-current liability within "NCI call option liability" on the unaudited condensed consolidated balance sheet.

Obligations related to the Partnership Parks continue until 2027, in the case of SFOG, and 2028, in the case of SFOT.

1 unchanged sentence

(i) Minimum annual distributions of approximately $ 91.1 million in 2025 (subject to cost of living adjustments) to the limited partners of the partnership entities (the "Georgia Partnership" with respect to SFOG and the "Texas Partnership" with respect to SFOT) that own the Partnership Parks.

Based on the Combined Company's ownership of units as of March 30, 2025, the Combined Company's share of the distribution will be approximately $ 40.7 million.

Based on the Combined Company's ownership of units as of June 29, 2025, the Combined Company's share of the distribution will be approximately $ 41.4 million.

(ii) Minimum capital expenditures at each of the Partnership Parks during rolling five-year periods, based generally on 6.00 % of the Partnership Parks’ revenues.

The capital expenditures at the Partnership Parks is expected to be in excess of the minimum required expenditures for 2025 and was in excess of the minimum required expenditures for 2024.

(iii) An annual offer to purchase all outstanding limited partnership units at the Specified Price (defined below) to the extent tendered by the unitholders, which annual offer must remain open from March 31 through late April of each year, and any limited partnership interest tendered during such time period must be fully paid no later than May 15th of that year (the "Partnership

The Combined Company is required to repurchase such limited partnership units through May 15, 2026 in the case of the Georgia Partnership and May 15, 2027 in the case of the Texas Partnership.

3 unchanged sentences

In light of the temporary suspension of operations of the parks due to the COVID-19 pandemic in March 2020, which would have caused the specified price of the limited partnership units of the Partnership Parks to decrease in 2021 and thereafter, Former Six Flags adjusted the annual offer to purchase these units to set a minimum price floor for all future purchases.

Pursuant to the minimum price floor, the implied valuation of the Partnership Parks using the Specified Price, if determined as of March 30, 2025, is $ 409.7 million in the case of SFOG and $ 527.4 million in the case of SFOT.

As of March 30, 2025, the Combined Company owned approximately 31.8 % and 54.1 % of the Georgia limited partner interests and Texas limited partner interests, respectively.

Pursuant to the minimum price floor, the implied valuation of the Partnership Parks using the Specified Price, if determined as of June 29, 2025, is $ 409.7 million in the case of SFOG and $ 527.4 million in the case of SFOT.

As of June 29, 2025, the Combined Company owned approximately 32.1 % and 55.4 % of the Georgia limited partner interests and Texas limited partner interests, respectively.

(iv) Either (a) purchasing all of the outstanding limited partnership interests in the Partnership Parks through the exercise of a call option upon the earlier of the occurrence of specified events and the end of the term of the partnership that hold the Partnership Parks in 2027 in the case of SFOG and 2028 in the case of SFOT, or (b) causing each of the partnerships that hold the Partnership Parks to have no indebtedness and to meet certain other financial tests as of the end of the term of such partnership.

9 unchanged sentences

The agreed-upon value for the partnerships when the agreements were executed was $ 250.0 million and $ 374.8 million for SFOG and SFOT, respectively.

As of March 30, 2025, the agreed-upon value, as adjusted for CPI, would be $ 510.0 million and $ 750.8 million for SFOG and SFOT, respectively.

The agreed-upon values, if determined as of March 30, 2025, multiplied by the 68.5 % and 45.9 % of units held by the limited partner for SFOG and SFOT, respectively, represent $ 351.0 million and $ 348.5 million that would be required to be paid to the limited partner of SFOG and SFOT, respectively, at the End-of-Option Term.

As of June 29, 2025, the agreed-upon value, as adjusted for CPI, would be $ 513.8 million and $ 756.4 million for SFOG and SFOT, respectively.

The agreed-upon values, if determined as of June 29, 2025, multiplied by the 68.5 % and 45.9 % of units held by the limited partner for SFOG and SFOT, respectively, represent $ 352.3 million and $ 341.5 million that would be required to be paid to the limited partner of SFOG and SFOT, respectively, at the End-of-Term Option.

The actual agreed upon value of the End-of-Term Option will be further adjusted by CPI until the end of each respective agreement.

4 unchanged sentences

Former Six Flags entered into a Subordinated Indemnity Agreement with certain of the Combined Company's entities, Time Warner, and an affiliate of Time Warner (an indirect subsidiary of AT&T Inc.

as a result of a merger in 2018), pursuant to which, among other things, Former Six Flags transferred to Time Warner (which has guaranteed all of the obligations under the Partnership Park arrangements) record title to the corporations that own the entities that purchase limited partnership units of the Partnership Parks, and Former Six Flags received an assignment from Time Warner of all cash flow received on such limited partnership units, and the Combined Company otherwise controls such entities.

partnership units, and the Combined Company otherwise controls such entities.

In addition, Former Six Flags issued preferred stock of the managing partner of the partnerships to Time Warner.

In the event of default by the Combined Company under the Subordinated Indemnity Agreement or of the Combined Company's obligations to the partners in the Partnership Parks, these

arrangements would permit Time Warner to take full control of both the entities that own limited partnership units and the managing partner.

In the event of default by the Combined Company under the Subordinated Indemnity Agreement or of the Combined Company's obligations to the partners in the Partnership Parks, these arrangements would permit Time Warner to take full control of both the entities that own limited partnership units and the managing partner.

If the Combined Company satisfies all such obligations, Time Warner is required to transfer to the Combined Company the entire equity interests of these entities at the end of the term, which is 2027 for the Georgia Partnership and 2028 for the Texas Partnership.

As described above and following the notification of the Combined Company's intent to exercise the End-of-Term Option of the Georgia Partnership, the redeemable non-controlling interests related to the Georgia Partnership were classified as a non-current liability within "NCI call option liability" on the unaudited condensed consolidated balance sheets.

As described above and following the notification of the Combined Company's intent to exercise the End-of-Term Option of the Georgia Partnership, the redeemable non-controlling interests related to the Georgia Partnership are classified as a non-current liability within "NCI call option liability" on the unaudited condensed consolidated balance sheets.

The liability was recorded at the net present value of the call option price as of December 31, 2024.

1 unchanged sentence

The liability will be accreted to the final purchase price over the remaining Georgia Partnership term.

For the three months ended March 30, 2025, $ 8.2 million was recorded as interest expense within the unaudited condensed consolidated statement of operations and comprehensive loss.

For the six months ended June 29, 2025, $ 17.6 million was recorded as interest expense within the unaudited condensed consolidated statement of operations and comprehensive income (loss).

The Combined Company will continue to have the obligation to purchase, at the Specified Price, any units of SFOG that unitholders elect to put as part of the annual offering during the 2026 offering window.

If all put options of the Georgia Partnership were exercised, the redemption value would be $ 279.4 million as of March 30, 2025.

Changes in the carrying value of the Georgia Partnership for the three months ended March 30, 2025 were:

If all put options of the Georgia Partnership were exercised, the redemption value would be $ 290.9 million as of June 29, 2025, which includes the accrued minimum distribution payment.

The accrued minimum distribution payment due to the Georgia Partnership unitholders of $ 12.6 million was recorded within "Other accrued liabilities" on the unaudited condensed consolidated balance sheet as of June 29, 2025.

Changes in the total put value of the Georgia Partnership for the six months ended June 29, 2025 were:

(In thousands) SFOG

Put option redemption value as of December 31, 2024 $ 279,371

Call option premium over put option redemption value 71,607

Total future liability 350,978

Net present value discount 52,364

Balance as of March 30, 2025 $ 298,614

As of December 31, 2024 and March 30, 2025, redeemable non-controlling interests, representing the non-affiliated parties' equity interest, of the Texas Partnership was $ 241.8 million which approximates redemption value.

Purchase of redeemable units ( 1,024 )

Distributions earned by non-controlling interests 12,566

Put option redemption value as of June 29, 2025 $ 290,913

Changes in the carrying value of the Georgia Partnership for the six months ended June 29, 2025 were:

(In thousands) SFOG

Call option liability as of December 31, 2024 $ 290,390

Purchase of redeemable units ( 1,024 )

Gain on purchase of units at put option price ( 235 )

Interest accretion 17,633

Call option liability as of June 29, 2025 $ 306,764

Changes in the carrying value of the Texas Partnership for the six months ended June 29, 2025 were:

(In thousands) SFOT

Put option redemption value as of December 31, 2024 $ 241,816

Purchase of redeemable units ( 6,770 )

Distributions earned by non-controlling interests 12,251

Put option redemption value as of June 29, 2025 $ 247,297

(8) Income and Partnership Taxes:

Income tax benefit was $ 186.8 million for the three months ended March 30, 2025 and $ 32.4 million for the three months ended March 31, 2024 .

The effective tax rate for the three months ended March 30, 2025 was 45.9 % and 19.5 % for the three months ended March 31, 2024.

The effective tax rate for the three months ended March 30, 2025 differed from the United States Federal statutory rate of 21% due to t he discrete non-cash provision to return adjustments related to the Merger-related windup of the Former Cedar Fair partnership, ef fects of the non-controlling interest distribution, accretion on the Six Flags Over Georgia call option liability, non-deductible executive compensation, state and local income taxes and tax rate differences in foreign jurisdictions.

The Combined Company's income tax benefit was $ 110.5 million for the six months ended June 29, 2025 and $ 12.2 million for the six months ended June 30, 2024.

The effective tax rate for the six months ended June 29, 2025 was 27.3 % and 13.5 % for the six months ended June 30, 2024.

The Combined Company's income tax provision was $ 76.3 million for the three months ended June 29, 2025 and $ 20.2 million for the three months ended June 30, 2024.

The effective tax rate for the three months ended June 29, 2025 was not meaningful due to pre-tax income approaching breakeven for the quarter.

The effective tax rate for the three months ended June 30, 2024 was 26.7 %.

The effective tax rate for the six months ended June 29, 2025 differed from the United States Federal statutory rate of 21% due to discrete non-cash provision to return adjustments related to the Merger-related windup of the Former Cedar Fair partnership, effects of the non-controlling interest distribution, accretion on the Six Flags Over Georgia call option liability, non-deductible executive compensation, state and local income taxes and tax rate differences in foreign jurisdictions.

Prior to the completion of the Mergers, Former Cedar Fair was taxed as a publicly traded partnership ("PTP"), with a tax levied on partnership level gross income (net revenues less cost of food, merchandise, and games revenues).

8 unchanged sentences

The Combined Company evaluates its tax positions using a more-likely-than-not threshold, and those tax positions requiring recognition are measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon effective settlement with a taxing authority that has full knowledge of all relevant information.

As of March 30, 2025, the Combined Company recorded unrecognized tax benefits o f $ 27.3 million, all of which woul d impact the effective tax rate if recognized and were included within "Other liabilities" in the unaudited condensed consolidated balance sheet.

As of June 29, 2025, the Combined Company recorded unrecognized tax benefits of $ 25.6 million, all of which would impact the effective tax rate if recognized and were included within "Other liabilities" in the unaudited condensed consolidated balance sheet.

Due to uncertainties regarding the timing of examination and the amount of any settlements, the Combined Company does not anticipate a reduction in the unrecognized tax benefits within the next twelve months.

The Combined Company classifies interest and penalties attributable to income taxes as part of income tax expense.

During the three months ended March 30, 2025 and March 31, 2024, the expense recognized for interest and penalties was not material.

During the six months ended June 29, 2025 and June 30, 2024, the expense recognized for interest and penalties was not material.

The Canadian government has enacted Pillar Two legislation (Global Minimum Tax Act) that includes the Income Inclusion Rule and Qualified Domestic Minimum Top-Up Tax (as defined in the Global Minimum Tax Act).

4 unchanged sentences

The Combined Company continues to evaluate the legislation and does not expect an exposure to Pillar Two taxes for 2025.

On July 4, 2025, the U.S.

government enacted H.R.

1, the One Big Beautiful Bill Act (the "OBBBA").

The OBBBA maintains the 21% corporate tax rate and makes permanent many of the provisions from the Tax Cuts and Jobs Act of 2017 which had expired or were expiring.

These provisions include more favorable interest deductibility and 100% bonus depreciation on capital expenditures.

As a result of the enactment of OBBBA, the Combined Company anticipates an impact to the deferred tax liability and the income tax payable related to the provision for 100% bonus depreciation for certain asset classes placed in service after January 19, 2025.

The Combined Company does not expect any material change to its ongoing tax rate as a result of the OBBBA.

(9) Pension Benefits:

1 unchanged sentence

Former Six Flags froze its pension plan effective March 31, 2006, and effective February 16, 2009, the remaining participants in the pension plan no longer earned future benefits.

The following summarizes pension costs and the weighted-average assumptions used to determine net cost for the three months ended March 30, 2025.

The components of net periodic expense (benefit) were included in "Other (income) expense, net" in the unaudited condensed consolidated statements of operations and comprehensive loss.

Neither Former Six Flags nor the Combined Company made any pension contributions during the three month periods ended March 30, 2025 and March 31, 2024.

Three months ended

(In thousands) March 30, 2025

The following summarizes pension costs and the weighted-average assumptions used to determine net cost for the three and six months ended June 29, 2025.

The components of net periodic (benefit) expense were included in "Other (income) expense, net" in the unaudited condensed consolidated statements of operations and comprehensive income (loss).

Neither Former Six Flags nor the Combined Company made any pension contributions during the six month periods ended June 29, 2025 and June 30, 2024.

Three months ended Six months ended

(In thousands) June 29, 2025 June 29, 2025

Interest cost $ 1,970 $ 3,939

2 unchanged sentences

Administrative fees 213 425

Total net periodic expense (benefit) $ ( 53 )

Total net periodic (benefit) expense $ ( 53 ) $ ( 107 )

Discount rate 5.40 % 5.40 %

Rate of compensation increase N/A

Rate of compensation increase N/A N/A

Expected return on plan assets 5.75 % 5.75 %

(10) Earnings per Share:

For purposes of calculating the basic and diluted earnings per share of common stock and limited partner unit, as applicable, net loss attributable to Six Flags Entertainment Corporation for the three months ended March 30, 2025 and for the three months ended March 31, 2024 have not been adjusted from the reported amounts.

The share amounts used in calculating the basic and diluted earnings per share of common stock and per limited partner unit, as applicable, for the three months ended March 30, 2025 and for the three month periods ended March 31, 2024 are as follows:

Three months ended

(In thousands, except per share amounts) March 30, 2025 March 31, 2024

Net loss attributable to Six Flags Entertainment Corporation $ ( 219,718 ) $ ( 133,467 )

For purposes of calculating the basic and diluted earnings per share of common stock and limited partner unit, as applicable, net income (loss) attributable to Six Flags Entertainment Corporation for the three and six months ended June 29, 2025 and for the three and six months ended June 30, 2024 have not been adjusted from the reported amounts.

The share amounts used in calculating the basic and diluted earnings per share of common stock and per limited partner unit, as applicable, for the three and six months ended June 29, 2025 and for the three and six month periods ended June 30, 2024 are as follows:

Three months ended Six months ended

(In thousands, except per share amounts) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Net income (loss) attributable to Six Flags Entertainment Corporation $ ( 99,648 ) $ 55,553 $ ( 319,366 ) $ ( 77,914 )

Basic weighted average shares of common stock / LP units outstanding 100,652 50,766 100,376 50,717

Effect of dilutive stock / units:

Deferred stock / units — 62 — —

Performance stock units / units — 80 — —

Restricted stock / units — 487 — —

Diluted weighted average shares of common stock / LP units outstanding 100,652 51,395 100,376 50,717

Net loss per share of common stock / LP units - basic $ ( 2.20 ) $ ( 2.63 )

Net loss per share of common stock / LP units - diluted $ ( 2.20 ) $ ( 2.63 )

There were approximately 2.9 million antidilutive shares excluded from the computation of diluted loss per share of common stock for the three months ended March 30, 2025.

The 2.9 million antidilutive shares included 1.2 million of outstanding restricted stock and restricted stock units, 1.2 million of outstanding performance stock units and 0.5 million of outstanding stock options.

The 1.2 million of outstanding performance stock units included all performance stock units outstanding as of March 30, 2025 at target, or 100 %.

Net income (loss) per share of common stock / LP unit - basic $ ( 0.99 ) $ 1.09 $ ( 3.18 ) $ ( 1.54 )

Net income (loss) per share of common stock / LP unit - diluted $ ( 0.99 ) $ 1.08 $ ( 3.18 ) $ ( 1.54 )

There were approximately 2.5 million antidilutive shares excluded from the computation of diluted loss per share of common stock for the three and six months ended June 29, 2025.

The 2.5 million antidilutive shares included 1.0 million of outstanding performance stock units, 0.9 million of outstanding restricted stock and restricted stock units and 0.5 million of outstanding stock options.

The 1.0 million of outstanding performance stock units included all performance stock units outstanding as of June 29, 2025 at target, or 100 %.

The maximum payout for the outstanding performance stock units is 200 %.

(11) Fair Value Measurements:

The table below presents the balances of assets and liabilities measured at fair value as of March 30, 2025, December 31, 2024, and March 31, 2024 on a recurring basis as well as the fair values of other financial instruments, including their locations within the unaudited condensed consolidated balance sheets:

(In thousands) Balance Sheet Location Fair Value Hierarchy Level March 30, 2025 December 31, 2024 March 31, 2024

The table below presents the balances of assets and liabilities measured at fair value as of June 29, 2025, December 31, 2024, and June 30, 2024 on a recurring basis as well as the fair values of other financial instruments, including their locations within the unaudited condensed consolidated balance sheets:

(In thousands) Balance Sheet Location Fair Value Hierarchy Level June 29, 2025 December 31, 2024 June 30, 2024

Carrying Value Fair

27 unchanged sentences

Level 2 $ ( 850,000 ) $ ( 873,528 ) $ ( 850,000 ) $ ( 861,433 ) — —

2032 notes at 6.625 %

Long-Term Debt (1)

Level 2 $ ( 850,000 ) $ ( 859,563 ) $ ( 850,000 ) $ ( 861,433 ) — —

(1) Carrying values of long-term debt balances are before reductions for (1) current maturities of long-term debt of $ 210.0 million as of March 30, 2025 and December 31, 2024;

(2) debt issuance costs and original issue discount of $ 45.4 million, $ 49.6 million and $ 22.1 million as of March 30, 2025, December 31, 2024 and March 31, 2024, respectively;

and (3) acquisition fair value layers of $ 22.3 million and $ 22.6 million as of March 30, 2025 and December 31, 2024, respectively.

(1) Carrying values of long-term debt balances are before reductions for (1) current maturities of long-term debt of $ 15.0 million, $ 210.0 million and $ 10.0 million as of June 29, 2025, December 31, 2024 and June 30, 2024, respectively;

(2) debt issuance costs and original issue discount of $ 48.6 million, $ 49.6 million and $ 29.2 million as of June 29, 2025, December 31, 2024 and June 30, 2024, respectively;

and (3) acquisition fair value layers of $ 21.9 million and $ 22.6 million as of June 29, 2025 and December 31, 2024, respectively.

The carrying value of cash and cash equivalents, revolving credit loans, accounts receivable, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments.

There were no assets measured at fair value on a non-recurring basis as of March 30, 2025, December 31, 2024 or March 31, 2024.

There were no assets measured at fair value on a non-recurring basis as of June 29, 2025, December 31, 2024 or June 30, 2024.

The net plan asset for the Former Six Flags pension plan is measured at fair value annually.

2 unchanged sentences

The Combined Company's principal costs and expenses, which include salaries and wages, operating supplies, maintenance, insurance, advertising and lease payments, are relatively fixed for a typical operating season and do not vary significantly with attendance.

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.

8 unchanged sentences

The CODM does not review segment assets at a different asset level or category than those disclosed within the unaudited condensed consolidated balance sheets.

Three months ended

(In thousands) March 30, 2025 March 31, 2024

Three months ended Six months ended

(In thousands) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Net revenues $ 930,390 $ 571,616 $ 1,132,447 $ 673,231

10 unchanged sentences

Interest expense, net 92,409 39,825 179,444 74,161

Loss on early debt extinguishment — 5,911 — 5,911

Non-cash foreign currency (gain) loss ( 19,986 ) 1,763 ( 22,200 ) 7,002

2 unchanged sentences

11,030 11,128 26,670 21,275

Loss before taxes $ ( 406,478 ) $ ( 165,883 )

Severance (5)

23,823 461 27,200 550

4,626 342 8,181 1,024

Income (loss) before taxes $ 1,451 $ 75,763 $ ( 405,027 ) $ ( 90,120 )

(1) Consists of credit card fees, royalties and other revenue processing costs driven by sales volume.

1 unchanged sentence

(3) Consists of all other expenses on an Adjusted EBITDA basis, including the cost of operating and maintenance supplies, advertising, utilities, insurance and lease payments, as well as net income attributable to non-controlling interests.

(4) Consists of integration costs related to the Mergers for the three months ended March 30, 2025, including third-party consulting costs related to the Mergers, severance related to the Mergers, retention bonuses, integration team salaries and benefits, costs to integrate information technology systems, maintenance costs to update Former Six Flags parks to Cedar Fair standards and certain legal costs.

Consists of third-party legal and consulting transaction costs for the three months ended March 31, 2024.

(4) Consists of integration costs related to the Mergers for the three and six months ended June 29, 2025, including third-party consulting costs related to the Mergers, retention bonuses, integration team salaries and benefits, costs to integrate information technology systems, maintenance costs to update Former Six Flags parks to Cedar Fair standards and certain legal costs.

Consists of third-party legal and consulting transaction costs and integration consulting costs for the three and six months ended June 30, 2024.

See Note 2 for additional information related to the Mergers.

These costs are added back to net loss to calculate Modified EBITDA and Adjusted EBITDA as defined in the Combined Company's credit agreement.

These costs are added back to net income (loss) to calculate Modified EBITDA and Adjusted EBITDA as defined in the Combined Company's credit agreement.

(5) Consists of severance and related employer taxes and benefits.

During the three and six months ended June 29, 2025, certain employees, including certain executive level employees, were terminated as part of recent reorganization efforts.

(6) Consists of certain costs as defined in the Combined 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 unrelated to the Mergers, severance and related benefits unrelated to the Mergers, cost of goods sold recorded to align inventory standards following the Mergers, Mexican VAT taxes on intercompany activity and contract termination costs.

These costs are added back to net income (loss) to calculate Modified EBITDA and Adjusted EBITDA and include certain legal and consulting expenses unrelated to the Mergers, cost of goods sold recorded to align inventory standards following the Mergers, Mexican VAT taxes on intercompany activity, gains/losses related to the Partnership Parks and contract termination costs.

This balance also includes unrealized gains and losses on pension assets and short-term investments.

4 unchanged sentences

As a result, the below information only includes results since the Closing Date.

As of March 30, 2025 and December 31, 2024, long-lived assets (which consists of property and equipment, goodwill, intangible assets and right-of-use assets) by domestic and foreign properties was as follows:

(In thousands) March 30, 2025 December 31, 2024

As of June 29, 2025 and December 31, 2024, long-lived assets (which consists of property and equipment, goodwill, intangible assets and right-of-use assets) by domestic and foreign properties was as follows:

(In thousands) June 29, 2025 December 31, 2024

Domestic $ 7,949,896 $ 7,827,604

1 unchanged sentence

Total $ 8,923,009 $ 8,718,596

For the three months ended March 30, 2025, net revenues and loss before taxes by domestic and foreign properties were as follows:

Three months ended

(In thousands) March 30, 2025

For the three and six months ended June 29, 2025, net revenues and income (loss) before taxes by domestic and foreign properties were as follows:

Three months ended Six months ended

(In thousands) June 29, 2025 June 29, 2025

Domestic $ 856,953 $ 1,038,694

1 unchanged sentence

Total $ 930,390 $ 1,132,447

Loss before taxes

Income (loss) before taxes

Domestic $ ( 14,203 ) $ ( 406,144 )

1 unchanged sentence

Total $ 1,451 $ ( 405,027 )

(13) Subsequent Event:

On May 1, 2025, the Combined Company announced that it will close Six Flags America and Hurricane Harbor located in Bowie, Maryland following the end of the 2025 operating season.

The property, which is approximately 500 acres, will be marketed for redevelopment as part of the Combined Company's ongoing portfolio optimization efforts.

The Combined Company has engaged CBRE, a global leader in commercial real estate services and investments, to market the property for sale.

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.

What changed 10-Q

Item 1. Financial Statements