What changed in this filing

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Item 1. Financial Statements

2025-11-07 compared with 2025-08-06 · 214 added, 192 removed, 626 unchanged (39% of the section changed)

3 unchanged sentences

(In thousands)

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

September 28, 2025 December 31, 2024 September 29, 2024

Current assets:

34 unchanged sentences

Redeemable non-controlling interests 247,297 241,816 545,685

Former Cedar Fair, L.P.

Partners’ Deficit:

interests — — 5,290

General partner — — ( 7 )

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

— — ( 702,046 )

Six Flags Entertainment Corporation Shareholders' Equity:

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

Common stock, 101,259 , 100,350 and 100,275 shares outstanding as of September 28, 2025, December 31, 2024 and September 29, 2024, respectively

1,013 1,004 1,003

Additional paid-in-capital 2,226,836 2,207,410 2,215,647

Accumulated deficit ( 483,637 ) ( 164,271 ) —

Retained (deficit) earnings ( 1,670,985 ) ( 164,271 ) 110,966

Accumulated other comprehensive income (loss) 57,450 ( 2,280 ) 13,962

3 unchanged sentences

SIX FLAGS ENTERTAINMENT CORPORATION

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

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

Three months ended Six months ended

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

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

(In thousands, except per share amounts)

Three months ended Nine months ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Net revenues:

9 unchanged sentences

Loss on retirement of fixed assets, net 2,797 4,671 21,413 11,406

Loss on impairment of goodwill and other intangibles 1,518,099 42,462 1,518,099 42,462

Loss on other assets — — 791 —

2,421,318 1,085,875 3,800,313 1,762,191

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

Operating (loss) income ( 1,103,565 ) 262,510 ( 1,350,113 ) 259,425

Interest expense, net 91,056 81,742 270,500 155,903

Loss on early debt extinguishment — 2,063 — 7,974

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

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 expense (income), net 5,954 ( 101 ) ( 15,011 ) 6,862

(Loss) income before taxes ( 1,200,575 ) 178,806 ( 1,605,602 ) 88,686

(Benefit) provision for taxes ( 38,043 ) 43,341 ( 148,520 ) 31,135

Net (loss) income ( 1,162,532 ) 135,465 ( 1,457,082 ) 57,551

Net (loss) income attributable to non-controlling interests 24,816 24,499 49,632 24,499

Net (loss) income attributable to Six Flags Entertainment Corporation $ ( 1,187,348 ) $ 110,966 $ ( 1,506,714 ) $ 33,052

Net (loss) income $ ( 1,162,532 ) $ 135,465 $ ( 1,457,082 ) $ 57,551

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

2 unchanged sentences

Other comprehensive income (loss), (net of tax) 14,193 ( 723 ) 59,730 ( 739 )

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 )

Comprehensive (loss) income ( 1,148,339 ) 134,742 ( 1,397,352 ) 56,812

Comprehensive (loss) income attributable to non-controlling interests 24,816 24,499 49,632 24,499

Comprehensive (loss) income attributable to Six Flags Entertainment Corporation $ ( 1,173,155 ) $ 110,243 $ ( 1,446,984 ) $ 32,313

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

1 unchanged sentence

Diluted 100,884 100,988 100,546 67,999

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 )

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

Basic $ ( 11.77 ) $ 1.11 $ ( 14.99 ) $ 0.49

Diluted $ ( 11.77 ) $ 1.10 $ ( 14.99 ) $ 0.49

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

1 unchanged sentence

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except per unit amounts)

For the three 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.

(In thousands)

For the three months ended Shares of Common Stock Outstanding Limited Partnership Units Outstanding Common Stock Additional Paid-in-Capital Retained (Deficit) Earnings Limited Partners’ Deficit General Partner’s Deficit Special L.P.

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 )

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

Net income attributable to Six Flags Entertainment Corporation — — — — 110,966 — — — — 110,966

Partnership distribution declared ($ 0.300 per unit)

— — — — — ( 15,451 ) — — — ( 15,451 )

Equity-based compensation 40 7 — 35,439 — — — — — 35,439

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

Foreign currency translation adjustment,

1 unchanged sentence

— — — — — — — — ( 1,060 ) ( 1,060 )

Defined benefit retirement plan, net of tax $( 113 )

— — — — — — — — 337 337

Effect of Mergers 48,922 — 489 2,550,736 — — — — — 2,551,225

LP conversion to corporation 51,313 ( 51,250 ) 514 ( 370,528 ) — 702,046 7 ( 5,290 ) — 326,749

Balance as of September 29, 2024 100,275 — $ 1,003 $ 2,215,647 $ 110,966 $ — $ — $ — $ 13,962 $ 2,341,578

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

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 — — — — ( 1,187,348 ) — — — — ( 1,187,348 )

2 unchanged sentences

Defined benefit retirement plan — — — — — — — — ( 409 ) ( 409 )

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

Balance as of September 28, 2025 101,259 — $ 1,013 $ 2,226,836 $ ( 1,670,985 ) $ — $ — $ — $ 57,450 $ 614,314

SIX FLAGS ENTERTAINMENT CORPORATION

1 unchanged sentence

(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.

For the nine months ended Shares of Common Stock Outstanding Limited Partnership Units Outstanding Common Stock Additional Paid-in-Capital Retained (Deficit) Earnings 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 )

Net loss attributable to Six Flags Entertainment Corporation — — — — — ( 77,913 ) ( 1 ) — — ( 77,914 )

Net income attributable to Six Flags Entertainment Corporation — — — — 110,966 ( 77,913 ) ( 1 ) — — 33,052

Partnership distribution declared ($ 0.600 per unit)

4 unchanged sentences

— — — — — — — — ( 1,076 ) ( 1,076 )

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

Defined benefit retirement plan, net of tax $( 113 )

— — — — — — — — 337 337

Effect of Mergers 48,922 — 489 2,550,736 — — — — — 2,551,225

LP conversion to corporation 51,313 ( 51,250 ) 514 ( 370,528 ) — 702,046 7 ( 5,290 ) — 326,749

Balance as of September 29, 2024 100,275 — $ 1,003 $ 2,215,647 $ 110,966 $ — $ — $ — $ 13,962 $ 2,341,578

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

2 unchanged sentences

Foreign currency translation adjustment — — — — — — — — 59,730 59,730

Defined benefit retirement plan, net of tax $( 58 )

— — — — — — — — 409 409

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

Balance as of September 28, 2025 101,259 — $ 1,013 $ 2,226,836 $ ( 1,670,985 ) $ — $ — $ — $ 57,450 $ 614,314

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

2 unchanged sentences

(In thousands)

Six months ended

June 29, 2025 June 30, 2024

Nine months ended

September 28, 2025 September 29, 2024

CASH FLOWS FROM OPERATING ACTIVITIES

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

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

Net (loss) income $ ( 1,457,082 ) $ 57,551

Adjustments to reconcile net (loss) income to net cash from operating activities:

Depreciation and amortization 365,011 211,887

Loss on early debt extinguishment — 7,974

Loss on impairment of goodwill and other intangibles 1,518,099 42,462

Non-cash foreign currency (gain) loss on USD notes ( 10,452 ) 5,821

12 unchanged sentences

Increase (decrease) in accrued salaries, wages and benefits ( 4,238 ) ( 6,381 )

Increase (decrease) in self-insurance reserves 26,763 18,207

Increase (decrease) in other liabilities 15,551 28,593

2 unchanged sentences

Capital expenditures ( 408,075 ) ( 227,620 )

Acquisitions, net of cash acquired — ( 151,085 )

Net cash for investing activities ( 408,075 ) ( 378,705 )

CASH FLOWS FROM FINANCING ACTIVITIES

CASH FLOWS FROM (FOR) FINANCING ACTIVITIES

Net borrowings on revolving credit loans ( 203,000 ) 156,000

6 unchanged sentences

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

Distributions to non-controlling interests ( 24,816 ) ( 24,499 )

Other 82 ( 5,668 )

Net cash from financing activities 323,742 37,412

Net cash from (for) financing activities 32,631 ( 1,166 )

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS ( 2,187 ) ( 1,895 )

CASH AND CASH EQUIVALENTS

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

Net (decrease) increase for the period ( 12,491 ) 24,217

Balance, beginning of period 83,174 65,488

22 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 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 June 29, 2025 and for the three and six months ended June 29, 2025 reflect the Combined Company's operations.

Accordingly, financial results and disclosures as of September 28, 2025, December 31, 2024 and September 29, 2024, for the three and nine months ended September 28, 2025, and for the three months ended September 29, 2024 reflect the Combined Company's operations.

Financial results and disclosures for the nine months ended September 29, 2024 include only Cedar Fair's results before giving effect to the Mergers through June 30, 2024 and include Combined Company results from July 1, 2024 through September 29, 2024.

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.

20 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 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.

Reclassifications

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 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 June 29, 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 September 28, 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.

5 unchanged sentences

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

A consolidated compliant was filed on July 2, 2020.

A consolidated complaint 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.

5 unchanged sentences

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

Self-Insurance Reserves

As disclosed in the Form 10-K filed by the Combined Company on March 3, 2025, the Combined Company records self-insurance reserves for the estimated amount of guest and employee claims and related expenses incurred each period.

Reserves are established for both identified claims and incurred but not reported ("IBNR") claims and are recorded when claim amounts become probable and estimable.

During the third quarter of 2024, an actuarial analysis of Former Cedar Fair's self-insurance reserves resulted in a change in estimate that increased IBNR reserves by $ 14.9 million, which was recorded within "Operating expenses" in the unaudited condensed consolidated statements of operations and comprehensive (loss) income.

The increase was driven by an observed pattern of increasing litigation and settlement costs.

Recently Adopted Accounting Pronouncements

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Management is in the process of evaluating the effect this standard will have on the consolidated financial statement disclosures.

In September 2025, the FASB issued Accounting Standards Update No.

2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06").

ASU 2025-06 amends the threshold entities apply to begin capitalizing internal-use software costs, clarifies disclosure requirements related to internal-use software costs and supersedes existing website development costs guidance.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The amendments may be applied using a prospective, retrospective or modified transition approach.

Management is in the process of evaluating the effect this standard will have on the consolidated financial statements, but management expects the impact of the amendments to be immaterial.

On July 1, 2024, the previously announced merger of equals transaction contemplated by the Merger Agreement, by and among the Combined Company, Cedar Fair, Former Six Flags and Copper Merger Sub, was completed.

18 unchanged sentences

Total Merger Consideration, net of cash acquired $ 3,247,326

(1) Reflects Former Six Flags Common Stock outstanding as of July 1, 2024 converted to Combined Company Common Stock based upon the Six Flags Exchange Ratio.

(1) Reflects Former Six Flags Common Stock outstanding as of July 1, 2024 converted into Combined Company Common Stock based upon the Six Flags Exchange Ratio.

(2) Reflects the estimated Closing Date fair value of the converted Former Six Flags equity awards for which associated service has been allocated to the pre-combination period.

25 unchanged sentences

Total liabilities assumed 3,872,369 ( 55,353 ) 3,817,016

Total net assets to be acquired 694,235 ( 590,790 ) 103,445

Total net assets acquired 694,235 ( 590,790 ) 103,445

Goodwill 2,553,091 590,790 3,143,881

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

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

As of June 29, 2025, or through the end of the measurement period, 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.

6 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 $ 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.

Former Six Flags contributed net revenues of $ 525.5 million, $ 1.03 billion and $ 558.0 million, and net loss of $ 1.26 billion, net loss of $ 1.49 billion and net income of $ 27.5 million to the Combined Company for the three and nine months ended September 28, 2025 and three months ended September 29, 2024, respectively.

The following unaudited pro forma financial information presents combined results of operations for the nine months ended September 29, 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 $ 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.

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 income (loss).

On an unaudited pro forma basis, combined net revenues totaled $ 2.59 billion for the nine months ended September 29, 2024 and combined net loss totaled $ 23.6 million for the nine months ended September 29, 2024.

During the three and nine months ended September 29, 2024, $ 55.5 million and $ 70.4 million of merger transaction related costs were incurred, respectively.

Special Dividend

2 unchanged sentences

(3) Revenue Recognition:

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.

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

14 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 $ 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.

Approximately $ 236 million of the current deferred revenue balance as of January 1, 2025 was recognized during the nine months ended September 28, 2025.

As of September 28, 2025 and September 29, 2024, $ 32.3 million and $ 28.3 million of non-current deferred revenue was recorded, respectively.

A portion of deferred revenue is typically classified as non-current during the third quarter related to season-long products sold in the current season for use in the subsequent season.

Season-long products are typically sold beginning in July or August of the year preceding the operating season.

Season-long products may subsequently be recognized 12 to 17 months after purchase depending on the date of sale.

The number of uses expected outside of the next 12 months for each type of product is estimated, and the related deferred revenue is classified as non-current within "Other Liabilities" in the unaudited condensed consolidated balance sheets.

As of September 28, 2025 and September 29, 2024, $ 25.1 million and $ 21.9 million was recorded, respectively, related to the non-current portion of season-long products purchased for the subsequent operating season.

The remaining non-current deferred revenue balances as of the dates presented primarily represented prepaid lease payments for a portion of the California's Great America parking lot and sponsorship deferred revenue.

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

The sponsorship deferred revenue is being recognized through 2029.

Payment is due immediately on the transaction date for most products.

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

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.

As of September 28, 2025, December 31, 2024 and September 29, 2024, a $ 33.7 million, $ 9.3 million and $ 25.3 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 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

As of September 28, 2025, December 31, 2024, and September 29, 2024, property and equipment was classified as following:

(In thousands) September 28, 2025 December 31, 2024 September 29, 2024

Land $ 804,830 $ 802,984 $ 811,590

6 unchanged sentences

Property and equipment, net $ 4,364,627 $ 4,296,955 $ 4,979,016

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.

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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.

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.

On May 1, 2025, the Combined Company announced that it would 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, is being 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.

This is expected 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, the long-lived assets at Six Flags America were tested for impairment during the second quarter of 2025, which resulted in no impairment.

(5) Goodwill and Other Intangible Assets:

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 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.

The goodwill acquired in the Mergers has been allocated to the following reporting units:

1 unchanged sentence

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

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

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

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.

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

In connection with the preparation of the financial statements for the third quarter of 2025, management tested the Former Six Flags reporting units, including Six Flags Fiesta Texas, Six Flags Great Adventure, Six Flags Great America, Six Flags Magic Mountain, Six Flags Mexico, Six Flags New England, Six Flags Over Georgia and Six Flags Over Texas, and the Schlitterbahn reporting unit, as well as the Six Flags trade name and Schlitterbahn trade name for impairment.

These reporting units and trade names were tested for impairment due to a decline in estimated future cash flows as a result of revenue and earnings not meeting expectations through the more seasonally significant third quarter, as well as due to a more significant, sustained decline in the Combined Company's share price through the third quarter when compared to industry peers.

In connection with the preparation of the financial statements for the third quarter, which includes the peak summer months of July and August and by itself can account for nearly half of full year attendance and over half of full year earnings, management had greater clarity regarding performance trends and full year results.

Management concluded the estimated fair value of the Six Flags Fiesta Texas, Six Flags Great Adventure, Six Flags Great America, Six Flags Magic Mountain, Six Flags Mexico, Six Flags Over Georgia, Six Flags Over Texas, and the Schlitterbahn reporting units no longer exceeded their carrying values resulting in impairment charges recorded during the third quarter of 2025 of $ 103.8 million, $ 97.4 million, $ 192.8 million, $ 533.7 million, $ 89.3 million, $ 187.9 million, $ 86.8 million and $ 50.7 million, respectively.

Management also concluded the estimated fair value of the Six Flags trade name and Schlitterbahn trade names no longer exceeded their carrying values resulting in impairment charges recorded during the third quarter of 2025 of $ 169.3 million and $ 6.4 million, respectively.

The impairment charges were equal to the amount by which the carrying amounts exceeded fair value and were recorded in "Loss on impairment of goodwill and other intangibles" within the unaudited condensed consolidated statements of operations and comprehensive (loss) income.

The Schlitterbahn trade name and Schlitterbahn reporting unit were also 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 a $ 42.5 million impairment recorded during the third quarter of 2024.

The impairment charge was equal to the amount by which the carrying amount exceeded fair value and was recorded in "Loss on impairment of goodwill and other intangibles" within the unaudited condensed consolidated statements of operations and comprehensive (loss) income.

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

The fair value of reporting units in 2025 was established using an income (discounted cash flow) approach.

The income approach uses each reporting unit's projection of estimated operating results and discounted cash flows using a weighted-average cost of capital that reflects current market conditions.

Estimated operating results are established using best estimates of economic and market conditions over the projected period including growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures.

Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements.

The market approach estimates fair value by applying cash flow multiples to each reporting unit's operating performance.

The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics of the reporting units.

Any impairment charges recognized are for the amount by which the reporting unit's carrying amount exceeds its fair value.

The fair value of trade names is calculated using a relief-from-royalty method.

Any impairment charges recognized are for the amount by which the trade name's carrying amount exceeds its fair value.

Estimated operating results were established using best estimates of economic and market conditions over the projected period including growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures.

Other significant estimates and assumptions included terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements.

Any impairment charges recognized were for the amount by which the reporting unit's carrying amount exceeded its fair value.

The fair value of trade names was calculated using a relief-from-royalty method.

Any impairment charges recognized were for the amount by which the trade name's carrying amount exceeded its fair value.

Management makes significant estimates calculating the fair value of reporting units and trade names.

Actual results could materially differ from these estimates.

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

Valuation assumptions about future performance could adversely change and result in further goodwill and/or trade name impairment that would have a material effect on the Combined Company's financial position and results of operations in future periods.

Future valuation assumptions are dependent on numerous factors, including the Combined Company's operating plans for fiscal year 2026 and future years, changes to the Combined Company's long-term strategy and other market conditions.

Changes in the carrying value of goodwill for the nine months ended September 28, 2025 and September 29, 2024 were:

(In thousands) Gross Goodwill Accumulated Impairment Losses Net Goodwill

Balance as of December 31, 2024 $ 3,512,782 $ ( 216,259 ) $ 3,296,523

Mergers ( Note 2 )

64,711 — 64,711

Mergers 64,711 — 64,711

Impairment — ( 1,343,013 ) ( 1,343,013 )

Foreign currency translation 46,320 — 46,320

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

Balance as of September 28, 2025 $ 3,623,813 $ ( 1,559,272 ) $ 2,064,541

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

Mergers 2,553,091 — 2,553,091

Impairment — ( 42,462 ) ( 42,462 )

Foreign currency translation 10,855 — 10,855

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:

Balance as of September 29, 2024 $ 3,002,368 $ ( 216,259 ) $ 2,786,109

As of September 28, 2025, December 31, 2024, and September 29, 2024, other intangible assets consisted of the following:

(In thousands) Gross

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Amortization Net

June 29, 2025

September 28, 2025

Other intangible assets:

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

June 30, 2024

September 29, 2024

Other intangible assets:

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(6) Long-Term Debt:

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

Long-term debt as of September 28, 2025, December 31, 2024, and September 29, 2024 consisted of the following:

(In thousands) September 28, 2025 December 31, 2024 September 29, 2024

Revolving credit facility averaging 6.4 % YTD 2025, 7.4 % in 2024 and 7.8 % YTD 2024

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500,000 500,000 500,000

Former Six Flags notes (See Note 2 )

Former Six Flags notes

2025 senior secured notes at 7.000 %

— 200,000 200,000

2027 senior unsecured notes at 5.500 %

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Plus acquisition fair value layers 21,582 22,634 23,001

$ 5,273,143 $ 4,723,072 $ 2,348,790

Long-term debt $ 5,011,933 $ 4,723,072 $ 4,574,507

Term Debt and Revolving Credit Facilities

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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.

There was $ 112.0 million of outstanding gross borrowings under the revolving credit facility as of September 28, 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 $ 432.7 million of availability under its revolving credit facility as of June 29, 2025.

After letters of credit totaling $ 45.8 million, the Combined Company had $ 692.2 million of availability under its revolving credit facility as of September 28, 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.

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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 greater than 5.25 x as of June 29, 2025.

The Combined Company's pro forma Total Indebtedness to Consolidated Cash Flow Ratio was greater than 5.25 x as of September 28, 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.

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The Partnership Parks are not wholly owned, but the Partnership Parks are consolidated as subsidiaries in the consolidated financial statements as it has been determined that the Combined Company has the power to direct the activities of those entities that most significantly impact the entities' economic performance, and the Combined Company has the obligation to absorb losses and receive benefits from the entities that can be potentially significant to these entities.

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 are 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 income (loss).

The equity interests owned by non-affiliated parties in SFOT are recorded as "Redeemable non-controlling interests" within the unaudited condensed consolidated balance sheet.

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 recorded as a non-current liability, specifically "NCI call option liability", within the unaudited condensed consolidated balance sheet.

The portion of earnings or loss attributable to non-affiliated parties in the Partnership Parks is recorded as "Net (loss) income attributable to non-controlling interests" within the unaudited condensed consolidated statements of operations and comprehensive (loss) income.

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

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(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 June 29, 2025, the Combined Company's share of the distribution will be approximately $ 41.4 million.

Based on the Combined Company's ownership of units as of September 28, 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.

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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 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.

Pursuant to the minimum price floor, the implied valuation of the Partnership Parks using the Specified Price, if determined as of September 28, 2025, is $ 409.7 million in the case of SFOG and $ 527.4 million in the case of SFOT.

As of September 28, 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.

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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 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.

As of September 28, 2025, the agreed-upon value, as adjusted for CPI, would be $ 517.8 million and $ 762.3 million for SFOG and SFOT, respectively.

The agreed-upon values, if determined as of September 28, 2025, multiplied by the 68.5 % and 45.9 % of units held by the limited partner for SFOG and SFOT, respectively, represent $ 355.1 million and $ 344.2 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.

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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.

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

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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 are 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, specifically "NCI call option liability", within 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.

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

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).

For the nine months ended September 28, 2025, $ 27.2 million of accretion was recorded as interest expense within the unaudited condensed consolidated statement of operations and comprehensive (loss) income.

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 $ 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:

If all put options of the Georgia Partnership were exercised, the redemption value would be $ 290.9 million as of September 28, 2025, which includes an accrued minimum distribution payment due to the Georgia Partnership unitholders of $ 12.6 million that was recorded within "Other accrued liabilities" on the unaudited condensed consolidated balance sheet as of September 28, 2025.

Changes in the total put value of the Georgia Partnership for the nine months ended September 28, 2025 were:

(In thousands) SFOG

2 unchanged sentences

Distributions earned by non-controlling interests 25,132

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:

Distributions paid to non-controlling interests ( 12,566 )

Put option redemption value as of September 28, 2025 $ 290,913

Changes in the carrying value of the Georgia Partnership for the nine months ended September 28, 2025 were:

(In thousands) SFOG

3 unchanged sentences

Interest accretion 27,239

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:

Call option liability as of September 28, 2025 $ 316,370

Changes in the carrying value of the Texas Partnership for the nine months ended September 28, 2025 were:

(In thousands) SFOT

2 unchanged sentences

Distributions earned by non-controlling interests 24,500

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

Distributions paid to non-controlling interests ( 12,250 )

Put option redemption value as of September 28, 2025 $ 247,297

(8) Income and Partnership Taxes:

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.

The Combined Company's income tax benefit was $ 148.5 million for the nine months ended September 28, 2025 compared with an income tax provision of $ 31.1 million for the nine months ended September 29, 2024.

The effective tax rate for the nine months ended September 28, 2025 was 9.3 % and 35.1 % for the nine months ended September 29, 2024.

The Combined Company's income tax benefit was $ 38.0 million for the three months ended September 28, 2025 compared with an income tax provision of $ 43.3 million for the three months ended September 29, 2024.

The effective tax rate for the three months ended September 28, 2025 was 3.2 % and for the three months ended September 29, 2024 was 24.2 %.

The effective tax rate for the nine months ended September 28, 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, the impact of impairment charges, effects of non-controlling interest distributions, 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).

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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 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.

As of September 28, 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 six months ended June 29, 2025 and June 30, 2024, the expense recognized for interest and penalties was not material.

During the nine months ended September 28, 2025 and September 29, 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).

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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 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

The following summarizes pension costs and the weighted-average assumptions used to determine net cost for the three and nine months ended September 28, 2025 and September 29, 2024.

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

Neither Former Six Flags nor the Combined Company made any pension contributions during the nine month periods ended September 28, 2025 and September 29, 2024.

Three months ended Nine months ended

(In thousands) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Interest cost $ 1,955 $ 1,959 $ 5,894 $ 1,959

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Discount rate 5.40 % 5.25 % 5.40 % 5.25 %

Rate of compensation increase N/A N/A

Rate of compensation increase N/A N/A N/A N/A

Expected return on plan assets 5.35 % 5.75 % 5.35 % 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 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 )

For purposes of calculating the basic and diluted earnings per share of common stock and per limited partner unit, as applicable, net (loss) income attributable to Six Flags Entertainment Corporation for the three and nine months ended September 28, 2025 and September 29, 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 nine months ended September 28, 2025 and September 29, 2024 are as follows:

(In thousands, except per share amounts) Three months ended Nine months ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Net (loss) income attributable to Six Flags Entertainment Corporation $ ( 1,187,348 ) $ 110,966 $ ( 1,506,714 ) $ 33,052

Basic weighted average shares of common stock / LP units outstanding 100,884 99,741 100,546 67,072

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Diluted weighted average shares of common stock / LP units outstanding 100,884 100,988 100,546 67,999

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 %.

Basic $ ( 11.77 ) $ 1.11 $ ( 14.99 ) $ 0.49

Diluted $ ( 11.77 ) $ 1.10 $ ( 14.99 ) $ 0.49

There were approximately 2.2 million antidilutive shares excluded from the computation of diluted loss per share of common stock for the three and nine months ended September 28, 2025.

The antidilutive shares included 1.0 million of outstanding performance stock units, 0.8 million of outstanding restricted stock and restricted stock units and 0.4 million of outstanding stock options.

The outstanding performance stock units included all performance stock units outstanding as of September 28, 2025 at target, or 100 %.

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

There were approximately 0.8 million potentially dilutive shares excluded from the computation of diluted income per share of common stock and per limited partner unit, as applicable, for the three and nine months ended September 29, 2024 as their effect would have been anti-dilutive.

(11) Fair Value Measurements:

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

The table below presents the balances of assets and liabilities measured at fair value as of September 28, 2025, December 31, 2024, and September 29, 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 September 28, 2025 December 31, 2024 September 29, 2024

Carrying Value Fair

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Level 2 $ ( 850,000 ) $ ( 865,938 ) $ ( 850,000 ) $ ( 861,433 ) $ ( 850,000 ) $ ( 879,750 )

(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.

(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 $ 210.0 million as of September 28, 2025, December 31, 2024 and September 29, 2024, respectively;

(2) debt issuance costs and original issue discount of $ 45.4 million, $ 49.6 million and $ 44.5 million as of September 28, 2025, December 31, 2024 and September 29, 2024, respectively;

and (3) acquisition fair value layers of $ 21.6 million, $ 22.6 million and $ 23.0 million as of September 28, 2025, December 31, 2024 and September 29, 2024, respectively.

In connection with the preparation of the financial statements for the third quarter of 2025, management tested the Former Six Flags and Schlitterbahn reporting units, as well as the Six Flags trade name and Schlitterbahn trade name, for impairment.

In connection with the preparation of the financial statements for the third quarter of 2025, which includes the peak summer months of July and August and by itself can account for nearly half of full year attendance and over half of full year earnings, management had greater clarity regarding performance trends and full year results.

Management concluded the estimated fair value of these reporting units and trade names, with the exception of Six Flags New England, no longer exceeded their carrying values resulting in a cumulative $ 1.52 billion impairment recorded during the third quarter of 2025.

During the third quarter of 2024, management tested the Schlitterbahn reporting unit for impairment due to a decline in estimated future cash flows as a result of changes in planned capital allocations across the Combined Company portfolio following the Mergers.

The fair value determination for the reporting units and indefinite-lived intangible assets included numerous assumptions based on Level 3 inputs.

The fair value of the reporting units in 2025 was established using an income (discounted cash flow) approach of which the primary assumptions included growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures, terminal value growth rates, future estimates of capital expenditures, changes in future working capital requirements, and a discount rate based on a weighted-average cost of capital that reflected current market conditions.

The fair value of the indefinite-lived intangible assets was determined using a relief-from-royalty method of which the principal assumptions included royalty rates, growth rates in revenues, estimates of future expected changes in operating margins, and a discount rate based on a weighted-average cost of capital that reflected current market conditions.

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

There were no other assets measured at fair value on a non-recurring basis as of September 28, 2025, December 31, 2024 or September 29, 2024.

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

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The Combined Company generates revenues from sales of (1) admission to amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources.

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

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

Management reviews operating results, evaluates performance and makes operating decisions, including allocating resources, on a park-by-park basis.

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Adjusted EBITDA is the measure of segment profit or loss used by the CODM to assess park-level operating profitability and to determine resource allocation, including the allocation of capital expenditures.

The CODM's analysis includes comparisons to prior period results and annual budgeted and forecasted results.

The CODM's analysis includes comparisons to prior period results and budgeted and forecasted results.

Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the Combined Company's 2024 Credit Agreement, as amended, less net income attributable to non-controlling interests.

The table below provides a summary of significant expense categories regularly provided to the CODM reconciled to Adjusted EBITDA, as well as a reconciliation of Adjusted EBITDA to income before taxes, for the periods presented.

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 Six months ended

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

Three months ended Nine months ended

(In thousands) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Net revenues $ 1,317,753 $ 1,348,385 $ 2,450,200 $ 2,021,616

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Loss on retirement of fixed assets, net 2,797 4,671 21,413 11,406

Loss on impairment of goodwill and other intangibles 1,518,099 42,462 1,518,099 42,462

Loss on other assets — — 791 —

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Loss on early debt extinguishment — 2,063 — 7,974

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

Non-cash foreign currency loss (gain) 6,625 ( 1,122 ) ( 15,575 ) 5,880

Non-cash equity compensation expense 14,948 39,131 40,959 53,550

3 unchanged sentences

8,592 126 35,792 676

Self-insurance adjustment (6) — 14,865 — 14,865

( 577 ) 1,893 7,604 2,917

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

(Loss) income before taxes $ ( 1,200,575 ) $ 178,806 $ ( 1,605,602 ) $ 88,686

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

(2) Consists of wages, benefits and employer taxes on an Adjusted EBITDA basis.

(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 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 income (loss) to calculate Modified EBITDA and Adjusted EBITDA as defined in the Combined Company's credit agreement.

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

(4) Consists of integration costs related to the Mergers, including third-party consulting costs, 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.

Amounts in 2024 also include third-party legal and consulting transaction costs.

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

(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.

During 2025, certain employees, including certain executive level employees, were terminated as part of recent reorganization efforts.

(6) During the third quarter of 2024, an actuarial analysis of Former Cedar Fair's self-insurance reserves resulted in a change in estimate that increased IBNR reserves by $ 14.9 million.

The increase was driven by an observed pattern of increasing litigation and settlement costs.

(7) Consists of certain costs 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 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.

These costs are added back to net (loss) income 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.

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

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

As of September 28, 2025, December 31, 2024 and September 29, 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) September 28, 2025 December 31, 2024 September 29, 2024

Domestic $ 6,471,105 $ 7,827,604 $ 8,509,518

1 unchanged sentence

Total $ 7,366,577 $ 8,718,596 $ 8,900,073

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

For the three and nine months ended September 28, 2025 and the three months ended September 29, 2024, net revenues and (loss) income before taxes by domestic and foreign properties were as follows:

Three months ended Nine months ended

(In thousands) September 28, 2025 September 29, 2024 September 28, 2025

Domestic $ 1,170,804 $ 1,210,449 $ 2,209,499

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Total $ 1,317,753 $ 1,348,385 $ 2,450,200

Income (loss) before taxes

(Loss) income before taxes

Domestic $ ( 1,158,911 ) $ 128,734 $ ( 1,565,055 )

2 unchanged sentences

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