What changed in this filing

/stocks — the workspaceLOADING

Item 3. Legal Proceedings

2026-02-26 compared with 2025-03-03 · 48 added, 71 removed, 4 unchanged (97% of the section changed)

LEGAL PROCEEDINGS.

The Combined Company is a party to a number of lawsuits arising in the normal course of business.

The Company is a party to a number of lawsuits arising in the normal course of business.

In the opinion of management, none of these matters are expected to have a material effect in the aggregate on the consolidated financial statements with the exception of the lawsuits described herein.

Putative Securities Class Action Lawsuit

In February 2020, two putative securities class action complaints were filed against Former Six Flags and certain of its former executive officers (collectively, the “defendants”) in the U.S.

District Court for the Northern District of Texas.

On March 2, 2020, the two cases were consolidated in an action captioned Electrical Workers Pension Fund Local 103 I.B.E.W.

Six Flags Entertainment Corp., et al., Case No.

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.

The consolidated complaint alleges, 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.

Ltd., in violation of the federal securities laws.

The consolidated complaint seeks 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

T able of Contents

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.

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 court entered its order and judgement of final approval of the settlement.

Shareholder Derivative Lawsuits

On February 16, 2023, a putative shareholder derivative lawsuit was filed on behalf of nominal defendant Former Six Flags by John Hancock in Texas state court against certain of its former executive officers and directors (the “individual defendants”) in an action captioned Hancock v.

Roedel, et al., Case No.

348-340304-23 (348th Dist.

Ct., Tarrant Cty., Tex.).

Plaintiff refers to and makes many of the same allegations as are set forth in the Electrical Workers litigation, claiming that, among other things, the individual defendants caused Former Six Flags to make false and misleading statements and omissions about the status of construction of Six Flags branded parks in China and the financial health of its former partner, Riverside Investment Group Co.

Plaintiff asserts breach of fiduciary duty and unjust enrichment claims.

Plaintiff seeks an unspecified amount of monetary damages and equitable relief including, but not limited to, disgorgement.

On September 7, 2023, the individual defendants and Former Six Flags filed a motion to stay pending resolution of a duplicative federal derivative action, captioned Dela Cruz v.

Reid-Anderson, et al, Case No.

3:23-CV-0396-D (N.D.

Tex), and described below.

On September 15, 2023, the court granted the motion to stay and ordered the action stayed until 30 days after a ruling by the federal court on the motions to dismiss pending in Dela Cruz v.

Reid-Anderson.

On March 6, 2024, the parties jointly stipulated to stay the action pending resolution of the appeal in Dela Cruz v.

Reid-Anderson, which the court approved.

On July 8, 2024, Plaintiff filed a Notice of Nonsuit Without Prejudice, which the court ordered on July 9, 2024.

On February 22, 2023, a putative shareholder derivative lawsuit was filed on behalf of nominal defendant Former Six Flags by Antonio Dela Cruz in the U.S.

District Court for the Northern District of Texas against certain of its current and former executive officers and directors (the “individual defendants”) in an action captioned Cruz v.

Reid-Anderson, et al., Case No.

3:23-CV-0396-D (N.D.

Plaintiff asserts contribution, breach of fiduciary duty, and unjust enrichment claims.

Plaintiff seeks an unspecified amount of monetary damages and equitable relief including, but not limited to, disgorgement.

On September 12, 2023, Former Six Flags and the individual defendants filed motions to dismiss the amended complaint.

On January 12, 2024, the district court granted defendants' motions, dismissing the complaint in its entirety and with prejudice.

On February 7, 2024, Plaintiffs filed a Notice of Appeal of the district court's decision.

The appeal was fully briefed as of May 29, 2024.

On July 2, 2024, Plaintiff filed an Unopposed Motion to Withdraw Appeal.

On July 8, 2024, the Fifth Circuit dismissed the appeal.

Securities and Exchange Commission Investigation

The Securities and Exchange Commission is conducting 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 and they continue to provide responsive information.

The involved parties are fully cooperating and are committed to continuing to cooperate fully with the SEC in this matter.

The length, scope or results of the investigation, or the impact, of the investigation on results of operations, business or financial condition cannot be predicted.

T able of Contents

Commissioner of Competition v.

Canada's Wonderland Company

Canada's Wonderland Company (“Canada’s Wonderland”) is respondent to an application filed by the Commissioner of Competition (the “Commissioner”) on May 5, 2025 with the Competition Tribunal of Canada.

In the application, the Commissioner alleges that Canada’s Wonderland is in violation of the Competition Act, RSC 1985, c C-34 (the “Act”) by engaging in a deceptive marketing practice (drip pricing) related to its processing fees for online transactions, by advertising ticket and product prices online that exclude mandatory processing fees.

The Commissioner seeks certain relief from the Competition Tribunal, including an order requiring payment of an unspecified administrative monetary penalty and an order requiring payment of an unspecified amount to be distributed among consumers.

On June 19, 2025, Canada’s Wonderland filed a response denying the allegations in the Commissioner’s application.

Canada’s Wonderland and the Commissioner will participate in a mediation relating to the claims alleged in the application in March 2026, and the Evidentiary Hearing is scheduled for September 2026, with Oral Argument scheduled for October 2026.

City of Livonia Employees' Retirement System v.

Six Flags Entertainment Corporation

On November 5, 2025, a putative federal securities class action complaint was filed against Six Flags Entertainment Corporation and certain current and former officers and directors in the U.S.

District Court for the Northern District of Ohio, captioned City of Livonia Employees’ Retirement System v.

Six Flags Entertainment Corp., et al., No.

3:25-cv-02394 (N.D.

Ohio) (the "Securities Action").

The complaint asserts claims under Sections 11 and 15 of the Securities Act of 1933, and alleges, among other things, that the Company’s registration statement and prospectus issued in connection with the July 1, 2024 merger of Former Six Flags and Cedar Fair, L.P.

contained untrue statements of fact and/or was materially misleading because it failed to disclose that Former Six Flags had underinvested in its parks and operations and that, as a result, the financial plans in the registration statement were not reasonably achievable or rooted in facts existing at the time of the July 1, 2024 merger.

The defendants have not yet responded to the complaint, but intend to defend the action vigorously.

Matthew Whitfield v.

Selim Bassoul, et al.

On November 25, 2025, a shareholder derivative complaint was filed against certain current and former officers and directors of the Company in the U.S.

District Court for the Northern District of Ohio, captioned Matthew Whitfield v.

Selim Bassoul., et al ., No.

3:25-cv-02599 (N.D.

The complaint is generally based on the same allegations as in the Securities Action and asserts claims for, among other things, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, abuse of control, waste of corporate assets, and alleged violations of Section 14(a) of the Securities Exchange Act of 1934.

The defendants have not yet responded to the complaint, but intend to defend the action vigorously.

and Judy Martinez v.

Six Flags Entertainment Corporation, et al.

A putative class action complaint alleging claims under Title III of the Americans with Disabilities Act ("ADA") and two California statutes was filed December 26, 2023 against Former Six Flags Entertainment Corporation and Magic Mountain LLC in the U.S.

District Court for the Eastern District of California.

Subsequent to filing, two additional named plaintiffs replaced the original plaintiff, and defendants Park Management Corp.

and Six Flags Concord LLC were added as parties.

Plaintiffs allege that in violation of the ADA and the California statutes, defendants require a guest with a disability to register with and obtain from the International Board of Credentialing and Continuing Education Standards ("IBCCES") an Individual Accessibility Card ("IAC") at least 48 hours in advance of their park visit in order to receive an "Attraction Access Pass" at the park, which identifies accommodations for the guest.

Plaintiffs further allege that in violation of the ADA and the California statutes, a disabled guest must submit on the IBCCES website medical documentation as a result of impermissible inquiries as part of their IAC application.

Defendants have denied plaintiffs’ allegations.

Plaintiffs moved to certify two nationwide classes for claims under the ADA seeking injunctive relief and attorneys' fees, and two corresponding California subclasses for claims under the California statutes seeking injunctive relief, damages and attorneys' fees.

After hearing class-certification arguments in November 2025, the magistrate judge recommended to the district judge in February 2026 that one of the nationwide classes seeking injunctive relief and attorneys’ fees under the ADA be certified and that certification of any other class or subclass be denied.

The Company is vigorously defending the action.

Six Flags America LP, et al .

A putative class action complaint, which also includes a claim for individual relief, was filed May 7, 2025 against Six Flags America LP and IBCCES in the Circuit Court for Prince George’s County, Maryland.

Plaintiff alleges that in violation of Prince George’s County Code and the common law of negligence and unjust enrichment, disabled persons seeking reasonable accommodations at the Six Flags America park in Bowie, Maryland must first undergo a pre-approval process managed by IBCCES 48 hours in advance of a park visit to obtain an IAC, and as part of the process applicants must submit sensitive personal and medical information.

Plaintiff further alleges that in June 2024, she entered the park with her service dog without incident but was informed that without an IAC, she could either leave the park, put her service dog in her car and return, or get a rain check for a return visit, after which plaintiff chose to leave.

Plaintiff seeks to certify several classes covering individuals affected by the IAC process or by in ‑ park denials of accommodations.

The complaint seeks injunctive relief, damages, and attorneys’ fees.

The case was removed to the U.S.

District Court for the District of Maryland in June 2025, following which Six Flags America moved to compel arbitration and stay the action, or alternatively to dismiss, stay, or transfer the case.

The case is currently stayed until May 2026, and mediation is currently scheduled for April 2026.

The Company is vigorously defending the action.

MINE SAFETY DISCLOSURES.

1 unchanged sentence

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-K

Item 3. Legal Proceedings