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Item 7. Management’s Discussion and Analysis

2026-02-26 compared with 2025-03-03 · 206 added, 206 removed, 225 unchanged (65% of the section changed)

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The Mergers were entered into to create a leading amusement park operator with an expanded and diversified property portfolio, improved guest experience utilizing the complementary operating capabilities of Cedar Fair and Former Six Flags, and the opportunity for accelerated investment in the Cedar Fair and Former Six Flags properties with the cash flows of the Combined Company.

For additional information, see the Explanatory Note in this Annual Report on Form 10-K and Note 2 .

For additional information, see the Explanatory Note in this Annual Report on Form 10-K and Note 2 to the accompanying consolidated financial statements.

The Six Flags Merger was accounted for as a business combination using the acquisition method of accounting.

Former Cedar Fair has been determined to be the accounting acquirer and the predecessor for financial statement purposes.

Accordingly, unless indicated otherwise, financial results and disclosures within this Management's Discussion and Analysis referring to periods prior to the Closing Date include only Former Cedar Fair's results before giving effect to the Mergers, including financial results and disclosures for the year ended December 31, 2023.

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

Accordingly, financial results and disclosures for the year ended December 31, 2024 reflect combined operations for only July 1, 2024, through December 31, 2024, and include only Former Cedar Fair's results before giving effect to the Mergers for the first six months of 2024.

Accordingly, unless indicated otherwise, financial results and disclosures within this Management's Discussion and Analysis as of December 31, 2025, as of December 31, 2024, and for the year ended December 31, 2025 reflect the Combined Company's operations.

Financial results and disclosures for the year ended December 31, 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 December 31, 2024.

Business Overview

The Combined Company is North America's largest regional amusement park operator with 27 amusement parks, 15 separately gated water parks and nine resorts.

The Company is North America's largest regional amusement park operator with 26 amusement parks, 15 separately gated water parks and nine resorts.

Of the 41 amusement and water parks, 37 are located in the United States, two are located in Mexico and two are located in Canada.

The parks generate 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 have recently been impacted by increased wage rates, driven both by market rates and statutory rates, higher insurance costs, and general inflation affecting the costs of inventory, services and supplies.

The Combined Company's operations are seasonal.

In a typical year at Former Six Flags and Cedar Fair, approximately 70% of annual attendance and revenue occurred during the second and third quarters of each year.

As a result, a substantial portion of the Combined Company's revenues are expected to be generated from Memorial Day through Labor Day with the major portion concentrated during the peak vacation months of July and August.

The fall and winter seasons have also become more important to the Combined Company's operations due to the popularity of fall and winter events.

Consequently, when adverse conditions or events occur during the operating season, particularly during the peak vacation months of July and August or the important fall season, there is only a limited period of time during which the impact of those conditions or events can be mitigated.

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

The Company's principal costs and expenses have recently been impacted by increased wage rates, driven both by market rates and statutory rates, higher insurance costs, and general inflation affecting the costs of inventory, services and supplies.

The Company acquires rides, attractions, inventory, and supplies from foreign countries, of which many rides and attractions require specialized manufacturing.

Changes in import tariffs and trade policies have resulted and may continue to result in increased costs.

Potential market disruptions could result in the inability to acquire certain goods timely or at all.

The Company's operations are seasonal.

In 2025, approximately 70% of annual attendance and revenue occurred during the second and third quarters.

As a result, a substantial portion of the Company's revenues are expected to be generated from Memorial Day through Labor Day with the major portion concentrated during the peak vacation months of July and August.

The fall season is also important to the Company's operations due to the popularity of fall and Halloween events.

Consequently, when adverse conditions or events occur during the operating season, particularly during the peak vacation months of July and August or the important fall season (for example, the extreme weather events that negatively impacted the Company's results during the second quarter of 2025), there is only a limited period of time during which the impact of those conditions or events can be mitigated.

Accordingly, the timing of such conditions or events can have a disproportionate adverse effect upon revenues.

Each of the parks is overseen by a general manager or park president and operates autonomously.

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

Discrete financial information and operating results are prepared at the individual park level for use by the CEO, who is the Chief Operating Decision Maker (CODM), as well as by the Chief Financial Officer, the Chief Operating Officer, Senior Vice Presidents and the general managers or park presidents of the parks.

The Combined Company operates within a single reportable segment of amusement/water parks with accompanying resort facilities.

The following operational measures are key performance metrics in the Combined Company's managerial and operational reporting.

The Company operates within a single reportable segment of amusement and water parks with accompanying resort facilities.

The following operational measures are key performance metrics in the Company's managerial and operational reporting.

They are used as major factors in significant operational decisions as they are the primary drivers of financial and operational performance, measuring demand, pricing and consumer behavior.

In-park revenues, in-park per capita spending and out-of-park revenues are non-GAAP measures.

In-park revenues, per capita spending, in-park admissions revenues, admissions per capita spending, in-park product revenues, in-park product per capita spending, and out-of-park revenues are non-GAAP measures.

Attendance is defined as the number of guest visits to amusement parks and separately gated outdoor water parks.

Attendance is driven by various factors, including pricing, new rides and product offerings, guest satisfaction, weather, advertising programs, perceived safety of the parks and economic conditions.

Major attendance categories include single-day attendance related to a single-day ticket, including sales to groups, season pass attendance related to season passes that are valid for an operating

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season, and membership attendance related to memberships that are valid for a 12-month non-cancelable period and until the guest cancels thereafter.

In-park per capita spending is calculated as revenues generated within the amusement parks and separately gated outdoor water parks along with related parking revenues and online transaction fees charged to customers ( in-park revenues ), divided by total attendance.

In-park per capita spending is driven by similar factors to attendance and is also impacted by the length of stay of the Combined Company's guests.

Major in-park per capita spending categories include admission, food and beverage, retail, games and extra-charge products.

Attendance is driven by various factors, including new rides and product offerings, guest satisfaction, weather, pricing, advertising programs, perceived safety of the parks and economic conditions.

Major attendance categories include single-day attendance related to a single-day ticket, including sales to groups, season pass attendance related to season passes that are valid for an operating season, and membership attendance related to memberships that are valid for a 12-month non-cancelable period and until the guest cancels thereafter.

Per capita spending is calculated as revenues generated within the Company's amusement parks and separately gated outdoor water parks along with related parking revenues and online transaction fees charged to customers ( in-park revenues ), divided by total attendance.

Per capita spending is driven by similar factors to attendance and is also impacted by the length of stay of the Company's guests.

Major per capita spending categories include admission, food and beverage, merchandise, games and extra-charge products.

Extra-charge products include premium benefit offerings such as front-of-line products.

Out-of-park revenues are defined as revenues from resorts, out-of-park food and retail locations, sponsorships, international agreements and all other out-of-park operations.

Out-of-park revenues are primarily driven by attendance to the parks and can increase length of stay at the Combined Company's properties as guests purchase hotel rooms and visit out-of-park food and retail locations.

In addition, higher attendance levels enable the Combined Company to develop long-term corporate sponsorships and co-marketing relationships with well-known national and regional brands.

The following table presents net revenues disaggregated by in-park revenues and out-of-park revenues less amounts remitted to outside parties under concessionaire arrangements (concessionaire remittance) for the periods presented.

The results for the year ended December 31, 2024 include the results of Former Six Flags operations since the Closing Date of the Mergers (see Note 2 ).

Certain prior period amounts have been reclassified from out-of-park revenues to in-park revenues following completion of the Mergers (see Note 1 ).

Admissions per capita spending is calculated as revenues generated for admission to the Company's amusement parks and separately gated water parks along with related parking revenues and online transaction fees charged to customers ( in-park admissions revenues ) divided by total attendance.

In-park product per capita spending is calculated as all other revenues generated within the Company's amusement parks and separately gated water parks, including food and beverage, merchandise, games and extra-charge offerings ( in-park product revenues ) divided by total attendance.

Beginning in the fourth quarter of 2025, we renamed in-park per capita spending to per capita spending, and we renamed per capita spending on in-park products to in-park product per capita spending.

The methodology for calculating these metrics remains unchanged, and therefore any previously reported metrics that are renamed to corresponding metrics remain unchanged.

Out-of-park revenues are defined as revenues from resorts, out-of-park food and merchandise locations, sponsorships, international agreements and all other out-of-park operations.

Out-of-park revenues are primarily driven by attendance to the parks and can increase length of stay at the Company's properties as guests purchase hotel rooms and visit out-of-park food and merchandise locations.

In addition, higher attendance levels enable the Company to develop long-term corporate sponsorships and co-marketing relationships with well-known national and regional brands.

The following table presents net revenues disaggregated by in-park revenues, including in-park admissions revenues and in-park product revenues, and out-of-park revenues less amounts remitted to outside parties under concessionaire arrangements (concessionaire remittances) for the periods presented.

The results for the year ended December 31, 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 December 31, 2024.

Years Ended December 31,

(In thousands) 2025 2024

In-park admissions revenues $ 1,583,339 $ 1,403,561

In-park product revenues 1,350,144 1,149,925

In-park revenues 2,933,483 2,553,486

Out-of-park revenues 255,454 232,415

Concessionaire remittance (76,975) (52,501) (55,137)

Concessionaire remittances (88,648) (76,975)

Net revenues $ 3,100,289 $ 2,708,926

Strategy and Project Accelerate

Following the Mergers, the Combined Company has introduced Project Accelerate as its strategy to enhance shareholder value.

The key objectives of Project Accelerate are to:

(1) enhance the guest experience by delivering a stronger price-value proposition that drives demand;

(2) identify and activate operating efficiencies that generate cost synergies and drive margin expansion;

(3) maintain a disciplined approach to the prioritization and activation of capital investments to realize the full market potential of each park, while maximizing free cash flow efficiency;

(4) integrate technology stacks with a focus on harmonizing systems, eliminating redundancies, and enhancing the guest-facing digital experience;

and (5) evaluate the potential divestiture of non-core assets.

The Combined Company plans to meet these objectives by driving revenue growth through higher levels of attendance, in-park per capita spending and out-of-park revenues, investing approximately a combined $1.0 billion in capital expenditures during 2025 and 2026, and achieving cost synergies that began in 2024 and will continue through 2025.

Management plans to increase attendance by providing an improved guest experience, new marketable rides and attractions, modified operating calendars, improving its marketing strategy and focusing on increasing season pass visits through average visits per season pass and renewal rates.

Management plans to increase in-park per capita spending by expanding the use of revenue management tools to drive dynamic pricing, refreshing food and beverage facilities to improve efficiency and quality of offerings, improving seasonal staffing to increase guest satisfaction and spending, and increasing attendance levels which leads to higher demand for premium products and a longer length of stay.

Management plans to increase out-of-park revenues by upgrading and expanding resort offerings, improving revenue management capabilities to drive dynamic pricing and increased occupancy, and leveraging the Six Flags brand to increase sponsorship opportunities.

Management plans to fund deferred investment needs and growth opportunities with the approximate $1.0 billion in planned capital expenditures over the next two years.

Management plans to achieve cost synergies through operating cost reductions, organizational restructurings and elimination of duplicative overhead costs, including redundant processes and technologies.

The near-term operational priorities of the Company focus on accelerating profitability and strengthening the balance sheet.

Management intends to drive profitability by offering a higher value proposition to the guest that stimulates incremental demand while simultaneously implementing strategic cost management strategies and organizational improvements.

Management plans to simplify product offerings, optimize pricing on a park-by-park basis, tailor marketing strategies to the unique attributes of each park, leverage consumer-facing technologies to strengthen communication channels with guests, adopt innovative processes designed to unlock incremental cost efficiencies, optimize park cost structures toward the performance profile of top performing parks and build the necessary capabilities, systems and operating models to support scalable and sustained execution of these strategies.

To strengthen the balance sheet, management aims to benefit from the incremental cash flow that is expected to be produced by these profitability initiatives while also undergoing portfolio optimization.

Portfolio optimization is expected to allow management to narrow its strategic focus, reduce ongoing capital expenditure requirements, and limit exposure to liabilities.

Together, these actions are intended to create a more focused, resilient and financially flexible organization positioned for long-term success.

Critical Accounting Estimates

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These principles require management to make judgments, estimates and assumptions during the normal course of business that affect the amounts reported in the Consolidated Financial Statements and related notes.

The following discussion addresses critical accounting estimates, which are those that are most important to the portrayal of the Combined Company's financial condition and operating results or involve a higher degree of judgment and complexity (see Note 1 for a complete discussion of significant accounting policies).

The following discussion addresses critical accounting estimates, which are those that are most important to the portrayal of the Company's financial condition and operating results or involve a higher degree of judgment and complexity (see Note 1 to the accompanying consolidated financial statements for a complete discussion of significant accounting policies).

Application of the critical accounting policies described below involves the exercise of judgment and the use of assumptions as to future uncertainties, and as a result, actual results could differ from these estimates and assumptions.

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Business Combinations

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Upon the measurement period's conclusion or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statement of operations and comprehensive (loss) income.

Adjustments during the measurement period could have a material effect on the Combined Company's financial position and results of operations in future periods.

Adjustments during the measurement period could have a material effect on the Company's financial position and results of operations in future periods.

Acquisition-related expenses are recognized separately from the business combination and expensed as incurred.

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and slower growth rates.

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

The fair value of a reporting unit is established using an income (discounted cash flow) approach, a market approach, or a combination thereof.

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

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

It is possible that assumptions about future performance, as well as the economic outlook and related conclusions regarding valuation, could change adversely, which may result in additional impairment that would have a material effect on the Combined Company's financial position and results of operations in future periods.

It is possible that assumptions about future performance, as well as the economic outlook and related conclusions regarding valuation, could change adversely, which may result in additional impairment that would have a material effect on the Company's financial position and results of operations in future periods.

As discussed in Note 5 to the accompanying consolidated financial statements, certain Former Six Flags and Schlitterbahn reporting units experienced a decline in estimated future cash flows during 2025 as a result of revenue and earnings not meeting expectations through the more seasonally significant third quarter, and the Company experienced a more significant, sustained decline in its share price through the third quarter when compared to industry peers.

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.

As a result, a triggering event occurred and impairment charges were recognized during the third quarter of 2025.

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 Company's financial position and results of operations in future periods.

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

Self-Insurance Reserves

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Self-insurance reserves are periodically reviewed for changes in facts and circumstances and adjustments are made as necessary.

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cost for identified claims can be difficult to predict due to the unique facts and circumstances associated with each claim.

In addition, management has observed a pattern of increasing litigation and settlement costs in recent years.

The ultimate cost for identified claims can be difficult to predict due to the unique facts and circumstances associated with each claim.

In addition, management has observed a pattern of increasing litigation and settlement costs in recent years, including exceptionally high verdicts or settlements.

Revenue Recognition

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.

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

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

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

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

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

The number of uses is estimated based on historical usage adjusted for current period trends.

In order to calculate revenue recognized on season-long products and the first 12-month period for membership products, management makes significant estimates regarding the estimated number of uses expected for season-long products, including during interim periods.

In order to calculate revenue recognized on season-long products and the first 12-month non-cancelable period for membership products, management makes significant estimates regarding the estimated number of uses expected for season-long products, including during interim periods.

Actual usage could materially differ from these estimates which could potentially result in an inappropriate amount of revenue recognized in a given period.

The Combined Company accounts for income taxes under the asset and liability method.

The Company accounts for income taxes under the asset and liability method.

Accordingly, deferred tax assets and liabilities are recognized for the future book and tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

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The need for this allowance is based on several factors including the ten-year carryforward period allowed for excess foreign tax credits, experience to date of foreign tax credit limitations, carryforward periods of state net operating losses, and management's long-term estimates of domestic and foreign source income.

There is inherent uncertainty in the estimates used to project the amount of foreign tax credit and state net operating loss carryforwards that are more likely than not to be realized.

It is possible that our future income projections, as well as the economic outlook and related conclusions regarding valuation allowances could change, which may result in additional valuation allowance being recorded or may result in additional valuation allowance reductions, and which may have a material negative or positive effect on our reported financial position and results of operations in future periods.

The 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.

There is inherent uncertainty in the estimates used to project the amount of foreign tax credit and state net operating loss carryforwards that are more likely than not to be realized, and the estimates used to evaluate uncertain tax positions.

It is possible that future income projections, as well as the economic outlook and related conclusions regarding valuation allowances and uncertain tax positions could change, which may result in additional expense being recorded or may result in additional expense reductions, and which may have a material negative or positive effect on the reported financial position and results of operations in future periods.

Results of Operations

The Results of Operations section includes a discussion and comparison of 2025 and 2024 results.

For a discussion regarding 2022 results, including comparisons of 2023 results to 2022 results, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" within Cedar Fair's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 16, 2024.

The results for the year ended December 31, 2024 are not directly comparable with the results for the year ended December 31, 2023 because the year ended December 31, 2024 included the results of Former Six Flags operations from the Closing Date of the Mergers forward (see N ote 2 ).

For a discussion regarding 2023 results, including comparisons of 2024 results to 2023 results, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" within the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 3, 2025.

The results for the year ended December 31, 2025 are not directly comparable with the results for the year ended December 31, 2024 because the year ended December 31, 2024 only includes the results of Former Six Flags operations from July 1, 2024 through December 31, 2024.

The year ended December 31, 2025 included 5,738 operating days compared with 4,369 operating days for the year ended December 31, 2024, an increase of 1,369 operating days.

There were 2,129 operating days in the year ended December 31, 2024 at Former Six Flags parks following the completion of the Mergers.

This increase was partially offset by 125 fewer operating days at Former Cedar Fair parks driven by fewer planned early season operating days at several seasonal parks.

In particular, Carowinds, Kings Dominion and California's Great America were open additional operating days in January and February in the prior period that were not planned in the current period.

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The following table presents key financial information and operating measures for the years ended December 31, 2024 and December 31, 2023:

There were 1,513 operating days for the six-month period ended June 29, 2025 at Former Six Flags parks.

The offsetting 144 operating day decrease was primarily driven by the planned removal of lower-volume operating days from the 2025 operating calendar, including the removal of winter events at four parks.

The following table presents key financial information for the Combined Company for the years ended December 31, 2025 and December 31, 2024:

Increase (Decrease)

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Depreciation and amortization 486,383 318,113 168,270 52.9 %

Loss on retirement of fixed assets, net 18,064 18,067 (3) N/M

Loss on impairment of goodwill 42,462 — 42,462 N/M

Operating income $ 310,506 $ 306,164 $ 4,342 1.4 %

Loss on retirement of fixed assets, net 40,670 18,064 22,606 125.1 %

Loss on impairment of goodwill and other intangibles 1,518,099 42,462 1,475,637 N/M

Loss on other assets 791 — 791 N/M

Operating (loss) income $ (1,375,007) $ 310,506 $ (1,685,513) (542.8) %

Attendance 47,388 41,649 5,739 13.8 %

In-park per capita spending $ 61.31 $ 62.21 $ (0.90) (1.4) %

Per capita spending $ 61.90 $ 61.31 $ 0.59 1.0 %

Admissions per capita spending $ 33.41 $ 33.70 $ (0.29) (0.9) %

In-park product per capita spending $ 28.49 $ 27.61 $ 0.88 3.2 %

Out-of-park revenues $ 255,454 $ 232,415 $ 23,039 9.9 %

Operating days 5,738 4,369 1,369 31.3 %

Net (loss) income margin (1)

Net loss margin (1)

(50.0) % (7.6) % (42.4) %

N/M Not meaningful due to the nature of the expense line-item.

(1) Net (loss) income margin is calculated as net (loss) income divided by net revenues.

For the year ended December 31, 2024, net revenues increased $910.3 million compared with 2023.

The increase in net revenues reflected $882.0 million in net revenues contributed by Former Six Flags operations during the six months ended December 31, 2024 and a $28.3 million increase in net revenues contributed by Former Cedar Fair operations during the year ended December 31, 2024 compared to the prior year.

The increase in net revenues reflected the impact of a 15.0 million-visit increase in attendance and a $40.2 million increase in out-of-park revenues, partially offset by the impact of a $0.90, or 1.4% decrease in in-park per capita spending.

The 15.0 million-visit increase in attendance included a 14.2 million-visit increase resulting from attendance at Former Six Flags parks during the six months ended December 31, 2024 with the remaining increase driven by higher season pass sales at Former Cedar Fair parks, improved weather, and increased demand at Former Cedar Fair's parks with significant marketable new rides and attractions.

These factors were partially offset by the impact of fewer planned operating days at Former Cedar Fair.

The $0.90 decrease in in-park per capita spending, which included a $0.04 increase related to the impact of in-park per capita spending at the Former Six Flags parks during the six months ended December 31, 2024, was due to a planned decrease in average season pass pricing and a higher mix of season pass visitation at the Former Cedar Fair parks, partially offset by improved in-park per capita spending for food and beverage and extra-charge products at the Former Cedar Fair parks, including Fast Lane.

The $40.2 million increase in out-of-park revenues was due primarily to $35.0 million contributed by Former Six Flags operations during the six months ended December 31, 2024, with the remaining increase largely attributable to increased revenues from the Knott's Hotel following a recent renovation.

The increase in net revenues was partially offset by a $3.3 million unfavorable impact of foreign currency exchange rates.

(1) Net loss margin is calculated as net loss divided by net revenues.

For the year ended December 31, 2025, net revenues increased $391.4 million compared with 2024, which included the impact of $499.7 million in net revenues contributed by Former Six Flags operations during the six months ended June 29, 2025.

The increase in net revenues reflected the impact of a 5.7 million-visit increase in attendance, the impact of a $0.59, or 1.0% increase in per capita spending and a $23.0 million increase in out-of-park revenues.

The 5.7 million-visit increase in attendance included 7.8 million-visits at Former Six Flags parks during the six months ended June 29, 2025.

The offsetting 2.1 million-visit decline in attendance was largely driven by a decline in attendance during the second and fourth quarters.

The second quarter was impacted by inclement weather at Former Cedar Fair parks, particularly in the Midwest and which also resulted in fewer season pass sales, and fewer operating days primarily due to the planned removal of lower-volume operating days from the 2025 operating calendar.

The fourth quarter was impacted by similar factors, including the removal of four winter events and less favorable weather than the prior fourth quarter.

The $0.59 increase in per capita spending was due to higher per capita spending on in-park products driven by increased food and beverage and extra-charge spending somewhat offset by lower admissions per capita spending driven by a higher mix of season pass visitation as a percentage of total visitation.

The $0.59 increase in per capita spending included a $0.30 increase in per capita spending due to the inclusion of the Former Six Flags parks during the six months ended June 29, 2025.

The $23.0 million increase in out-of-park revenues was primarily due to $19.6 million contributed by Former Six Flags operations during the six months ended June 29, 2025, as well as higher sponsorship revenues.

The increase in net revenues included a $4.2 million favorable impact of foreign currency exchange rates.

Operating costs and expenses for the year ended December 31, 2025 increased $409.6 million compared with 2024.

The increase in operating costs and expenses was the result of a $426.5 million increase in operating expenses, a $204.1 million increase in selling, general, and administrative ("SG&A") expenses, and a $72.7 million increase in cost of goods sold.

The $426.5 million increase in operating expenses included a $424.8 million increase related to Former Six Flags operations during the six months ended December 31, 2024 and a $21.1 million increase in self-insurance reserves at Former Cedar Fair (see Note 1 ).

Excluding these factors, operating expenses decreased in relation to Former Cedar Fair operations largely as a result of a planned reduction in labor costs totaling $16.0 million, including declines in seasonal wage rates, full-time head count, and related benefits, and a planned reduction in operating supplies, particularly for live entertainment.

The $204.1 million increase in SG&A expenses included $107.9 million of additional expenses related to Former Six Flags operations during the six months ended December 31, 2024 and $61.5 million of increased transaction and integration costs incurred as the accounting acquirer in the Mergers.

Excluding these factors, SG&A expenses increased at Former Cedar Fair due to higher full-time wages of $25.3 million, including equity compensation and bonuses, and to a lesser extent, higher advertising and information technology costs.

Cost of goods sold as a percentage of food, merchandise and games revenue decreased 10 basis points ("bps").

The 10 bps decrease consisted of a a 40 bps decrease driven by a combination of planned cost reductions and higher pricing at Former Cedar Fair offset by a 30 bps increase as a result of the Mergers.

The increase in operating costs and expenses was partially offset by a $1.8 million favorable impact of foreign currency exchange rates.

Depreciation and amortization expense for the year ended December 31, 2024 increased $160.1 million compared with 2023, which was primarily due to $152.3 million of depreciation expense attributable to the Mergers.

The loss on retirement of fixed

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assets for both periods was due to retirement of assets in the normal course of business, which includes $5.5 million of retirements at the Former Six Flags parks in the current period and included the retirement of two specific Former Cedar Fair assets in the prior period.

During the third quarter of 2024, management tested the Schlitterbahn reporting unit's fair value due to a decline in estimated future cash flows as a result of shifting investment priorities at those locations following the Mergers.

Management concluded the estimated fair value of the Schlitterbahn reporting unit no longer exceeded its carrying value.

Therefore, a $42.5 million impairment of the goodwill related to the Schlitterbahn reporting unit was recorded during the third quarter of 2024.

After the items above, operating income for 2024 totaled $310.5 million compared to $306.2 million for 2023.

The amount for 2024 included $122.8 million of operating income attributable to the Former Six Flags operations during the six months ended December 31, 2024.

Net interest expense for 2024 increased $95.8 million as a result of $78.6 million of interest incurred on debt acquired in the Mergers, as well as refinancing events during 2024, including the full redemption of the 2025 senior notes which were refinanced with a $1.0 billion senior secured term loan facility, and additional revolving borrowings in 2024.

The refinancing events also resulted in a loss on early debt extinguishment of $8.0 million during 2024.

Other expense (income), net primarily represented the remeasurement of U.S.

The increase in operating costs and expenses was the result of a $344.2 million increase in operating expenses, a $37.1 million increase in cost of goods sold and a $28.2 million increase in selling, general, and administrative ("SG&A") expenses.

The $344.2 million increase in operating expenses was due to a $384.6 million increase related to Former Six Flags operations during the six months ended June 29, 2025 and increased utility costs of $6.9 million offset by $18.1 million of planned fewer seasonal labor hours, $14.0 million in lower full-time wages, and the impact of a $14.9 million increase to Former Cedar Fair's self-insurance reserves in the prior year (see Note 1 to the accompanying consolidated financial statements).

The decrease in full-time wages was driven by a decrease in full-time head count related to recent post-merger productivity and efficiency efforts

and a reduction in expected bonus payments due to changes in expected Company performance partially offset by severance expense in the period.

Cost of goods sold as a percentage of food, merchandise and games revenue increased 10 basis points ("bps").

The 10 bps increase included a non-recurring charge to cost of goods sold recorded to align inventory standards following the Mergers.

The $28.2 million increase in SG&A expenses included $68.0 million of additional expenses related to Former Six Flags operations during the six months ended June 29, 2025 offset by a $75.7 million decrease in costs related to the Mergers.

Excluding these factors, SG&A expense increased as a result of $20.1 million of higher technology costs, including integration related costs, $17.6 million in severance and integration-related wages and $5.6 million of higher employee benefits offset by an $18.8 million planned decrease in advertising costs.

The increase in operating costs and expenses included a $1.3 million unfavorable impact of foreign currency exchange rates.

Depreciation and amortization expense for the year ended December 31, 2025 increased $168.3 million compared with 2024, which was due to $155.5 million of depreciation expense attributable to Former Six Flags during the six months ended June 29, 2025, and the acceleration of depreciation related to the assets at a combination amusement and water park located in Bowie, Maryland, which closed at the end of the 2025 operating season.

The loss on retirement of fixed assets for both periods and the loss on other assets in the current period were due to retirement of assets in the normal course of business.

The loss on retirement of fixed assets in the current period included $12.3 million of losses related to Former Six Flags operations during the six months ended June 29, 2025 and $7.0 million of losses related to sunset website and mobile app assets at Former Six Flags.

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 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 and due to a more significant, sustained decline in the 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 these trade names and certain reporting units no longer exceeded their carrying values resulting in a cumulative $1.52 billion impairment recorded during the third quarter of 2025 (see Note 5 to the accompanying consolidated financial statements).

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 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.

After the items above, operating loss for 2025 totaled $1.38 billion compared with operating income of $310.5 million for 2024.

The amount for 2025 included $162.9 million of operating loss attributable to the Former Six Flags operations during the six months ended June 29, 2025.

Net interest expense for 2025 increased $125.2 million as a result of $93.9 million of interest incurred during the six months ended June 29, 2025 on debt acquired in the Mergers, interest accretion related to the Six Flags Over Georgia call option liability (see Note 7 to the accompanying consolidated financial statements), and additional revolver borrowings in 2025.

The loss on early debt extinguishment of $8.0 million in the prior period was attributable to the full redemption of the 2025 senior notes, which were refinanced with a $1.0 billion senior secured term loan facility.

Other (income) expense, net primarily represented the remeasurement of U.S.

dollar denominated notes to an entity's functional currency.

For 2024, a provision for income taxes of $240.8 million was recorded compared with $48.0 million for 2023.

The increase in the provision for income taxes was primarily attributable to the non-cash tax effects of the change in tax status from a partnership to a corporation of Former Cedar Fair as a part of the Mergers, and of a lower-tier partnership as part of an internal restructuring completed on December 31, 2024 offset partially by lower pre-tax income relative to the comparable period.

After the items above and net loss attributable to non-controlling interests, net loss attributable to Six Flags Entertainment Corporation for 2024 totaled $231.2 million, or $3.22 per diluted share of common stock.

The net loss included $6.1 million of net income relating to the Former Six Flags operations during the six months ended December 31, 2024.

Net income for 2023 totaled $124.6 million, or $2.42 per diluted limited partner unit.

Net income margin decreased largely due to the $192.8 million increase in provision for taxes and a $95.8 million increase in net interest expense, both of which were primarily as a result of the Mergers.

For 2025, a benefit for income taxes of $164.0 million was recorded compared with a provision for income taxes of $240.8 million for 2024.

The decrease in provision for income taxes was primarily attributable to discrete non-cash provision to return adjustments related to the Merger-related windup of the Former Cedar Fair partnership, and the impact of impairment charges, the effects of non-controlling interest distributions, accretion on the Six Flags Over Georgia call option liability, and non-deductible executive compensation which was partially offset by lower pre-tax book income relative to the comparable period.

After the items above and income attributable to non-controlling interests, net loss attributable to Six Flags Entertainment Corporation for 2025 totaled $1.60 billion, or $15.89 per diluted share of common stock.

The net loss included $259.4 million of net loss related to the Former Six Flags operations during the six months ended June 29, 2025.

Net income attributable to Six Flags Entertainment Corporation for 2024 totaled $231.2 million, or $3.22 per diluted share of common stock and limited partner unit.

Net income margin primarily decreased as a result of the cumulative $1.52 billion impairment recorded during the third quarter of 2025.

Modified EBITDA and Adjusted EBITDA

Modified EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the Combined Company's credit agreement.

Adjusted EBITDA represents Modified EBITDA less net income attributable to non-controlling interests.

Modified EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the Company's credit agreement.

Adjusted EBITDA represents Modified EBITDA less net (loss) income attributable to non-controlling interests.

Both measures have been included to disclose the effect of non-controlling interests.

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Adjusted EBITDA is widely used by analysts, investors and comparable companies in the industry to evaluate operating performance on a consistent basis, as well as more easily compare results with those of other companies in the industry.

These measures are provided as supplemental measures of the Combined Company's operating results and may not be comparable to similarly titled measures of other companies.

These measures are provided as supplemental measures of the Company's operating results and may not be comparable to similarly titled measures of other companies.

The table below sets forth a reconciliation of Modified EBITDA and Adjusted EBITDA to net (loss) income for the years ended December 31, 2025 and December 31, 2024.

The results for the year ended December 31, 2024 include the results of Former Six Flags operations from the Closing Date of the Mergers forward (see Note 2 ).

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Years Ended December 31,

(In thousands) 2025 2024

Net (loss) income $ (206,665) $ 124,559

Net loss $ (1,549,466) $ (206,665)

Interest expense, net 359,958 234,770

Provision for taxes 240,843 48,043

(Benefit) provision for taxes (163,980) 240,843

Depreciation and amortization 486,383 318,113

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Loss on early debt extinguishment — 7,974

Non-cash foreign currency loss (gain) 30,557 (5,594)

Non-cash foreign currency (gain) loss (22,583) 30,557

Non-cash equity compensation expense 64,157 63,809

Loss on retirement of fixed assets, net 40,670 18,064

Loss on impairment of goodwill 42,462 —

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

Loss on other assets 791 —

Costs related to the Mergers (1)

48,911 118,336

Severance (2) 44,564 1,397

Self-insurance adjustment (3)

14,138 15,265

Modified EBITDA 841,642 899,790

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(1) Consists of third-party legal and consulting transaction costs, as well as integration costs related to the Mergers.

Integration costs include third-party consulting costs, contract termination costs, retention bonuses, severance related to the Mergers, integration team salaries and benefits, maintenance costs to update Former Six Flags parks to Cedar Fair standards, onboarding of new advertising firms, and travel costs.

See Note 2 for additional information related to the Mergers.

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.

Integration costs include third-party consulting costs, costs to integrate information technology systems, integration team salaries and benefits, retention bonuses, maintenance costs to update Former Six Flags parks to Cedar Fair standards and certain legal costs (see Note 2 to the accompanying consolidated financial statements).

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

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

During 2025, certain employees, including certain executive level employees, were terminated as part of recent post-merger productivity and efficiency efforts.

(3) 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 the incurred but not reported ("IBNR") reserves related to these self-insurance reserves by $14.9 million.

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

See Note 1 for additional information.

(3) Consists of certain costs as defined in the Combined Company's credit agreement.

These costs are added back to net (loss) income to calculate Modified EBITDA and Adjusted EBITDA and include enacted cost savings initiatives related to overhead and administrative costs incurred by Former Six Flags, specifically for insurance premiums, legal costs and information technology costs;

The increase was driven by an observed pattern of increasing litigation and settlement costs (see Note 1 to the accompanying consolidated financial statements).

(4) Consists of certain costs as defined in the Company's credit agreement.

These costs are added back to net (loss) income to calculate Modified EBITDA and Adjusted EBITDA and include certain legal and consulting expenses;

enacted cost savings initiatives related to overhead and administrative costs incurred by Former Six Flags, specifically for insurance premiums,

legal costs and information technology costs;

certain costs at a combination amusement and water park located in Bowie, Maryland since its closure;

repairs for unusual weather events;

certain legal and consulting expenses;

Mexican VAT taxes on intercompany activity;

severance and related benefits;

payments related to the Partnership Parks;

cost of goods sold recorded to align inventory standards following the Mergers;

administrative payments related to the Partnership Parks;

and contract termination costs.

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Modified EBITDA margin is provided because management believes the measure provides a meaningful metric of operating profitability.

Modified EBITDA margin has been disclosed as opposed to Adjusted EBITDA margin because management believes Modified EBITDA margin more accurately reflects the park-level operations of the Combined Company as it does not give effect to distributions to non-controlling interests.

For 2024, Adjusted EBITDA increased $347.6 million and Modified EBITDA margin increased 390 bps compared with 2023.

The increase in Adjusted EBITDA included $319.6 million as a result of the Mergers and $28.0 million due to Former Cedar Fair operations.

The increase in Modified EBITDA margin included a 280 bps increase as a result of the Mergers and 110 bps due to Former Cedar Fair operations.

The $28.0 million increase in Adjusted EBITDA and 110 bps increase in Modified EBITDA margin from Former Cedar Fair operations was primarily due to the impact of higher attendance on net revenues in 2024.

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Modified EBITDA margin has been disclosed as opposed to Adjusted EBITDA margin because management believes Modified EBITDA margin more accurately reflects the park-level operations of the Company as it does not give effect to distributions to non-controlling interests.

For 2025, Adjusted EBITDA decreased $83.3 million and Modified EBITDA margin decreased 610 bps compared with 2024.

The decreases in Adjusted EBITDA and Modified EBITDA margin were entirely due to lower revenues driven by lower attendance, which were somewhat offset by a reduction in expense, particularly lower labor and advertising costs.

Liquidity and Capital Resources

The Combined Company's principal sources of liquidity include cash from operating activities, funding from long-term debt obligations and existing cash on hand.

The Company's principal sources of liquidity include cash from operating activities, funding from long-term debt obligations and existing cash on hand.

Due to the seasonality of the business, pre-opening operations are funded with revolving credit borrowings, which are reduced with positive cash flow during the seasonal operating period.

Primary uses of liquidity include operating expenses, capital expenditures, interest payments, and income tax obligations.

With the Combined Company's revolving credit facility and cash on hand, the Combined Company has sufficient liquidity to satisfy existing cash obligations at least through the first quarter of 2026.

The Combined Company's capital allocation priorities include reducing outstanding debt and reinvesting in the business.

As such, the Combined Company has not declared a dividend and has no immediate plans to do so.

Capital expenditures for the Combined Company are expected to total between $475 million and $500 million in 2025.

Capital expenditures will include the opening of new high-thrill roller coasters at Cedar Point, Six Flags Great America, Canada's Wonderland, Six Flags New England, Kings Dominion, Six Flags Great Adventure and Six Flags Over Georgia;

two new family-friendly attractions at Carowinds;

water park renovations at Kings Island, Hurricane Harbor Los Angeles and Hurricane Harbor Arlington;

and upgraded and expanded food and beverage facilities across the park portfolio.

Cash interest payments for the Combined Company are expected to range from $305 million to $315 million in 2025.

Cash payments for income taxes for the Combined Company are expected to range from $105 million to $115 million in 2025.

With the Company's revolving credit facility and cash on hand, the Company has sufficient liquidity to satisfy existing cash obligations at least through one year of the filing date of this Form 10-K.

The Company's capital allocation priorities include reducing outstanding debt and reinvesting in the business.

As such, the Company has not declared a dividend and has no immediate plans to do so.

Capital expenditures for the Company are expected to total between $400 million and $425 million in 2026.

Cash interest payments for the Company are expected to range from $320 million to $330 million in 2026.

Cash payments for income taxes for the Company, excluding refunds, are expected to range from $25 million to $30 million in 2026.

As of December 31, 2025, deferred revenue totaled $310.8 million, including non-current deferred revenue.

This represented an increase of $116.6 million compared with total deferred revenue as of December 31, 2023, of which $122.8 million was attributable to Former Six Flags.

The decrease in the remaining total deferred revenue was largely attributable to the amortization of prepaid lease payments for a portion of the California's Great America parking lot, the termination of transaction fees in California due to new regulations, and lower season-long product sales for the upcoming season.

This represented an increase of $2.5 million compared with total deferred revenue as of December 31, 2024.

The increase in total deferred revenue was largely attributable to higher advanced single day sales and increased deposits on group events and catering.

The following table presents key cash flow information for the years ended December 31, 2025 and December 31, 2024:

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Net cash for investing activities (479,667) (472,616)

Net cash from (for) financing activities 117,973 (143,001)

Net cash from financing activities 155,405 117,973

Effect of exchange rate on cash and cash equivalents 4,753 (1,083)

Net increase (decrease) in cash and cash equivalents $ 17,686 $ (35,701)

Net cash from operating activities in 2024 totaled $373.4 million, an increase of $47.7 million compared with 2023.

The increase was primarily due to the inclusion of operations of Former Six Flags operations since the Closing Date of the Mergers offset by higher merger-related costs.

Net increase in cash and cash equivalents $ 7,960 $ 17,686

Net cash from operating activities in 2025 totaled $327.5 million, a decrease of $45.9 million compared with 2024.

The decrease was primarily due to lower earnings and higher interest costs somewhat offset by less cash payments for income taxes and merger-related costs.

Net cash for investing activities in 2025 totaled $479.7 million, an increase of $7.1 million compared with 2024.

The increase was due to net cash consideration paid for the Mergers and the inclusion of capital expenditures of Former Six Flags operations since the Closing Date of the Mergers.

Net cash from financing activities in 2024 totaled $118.0 million, an increase of $261.0 million compared with net cash for financing activities in 2023.

The variance was primarily attributable to $315 million of revolving credit facility borrowings outstanding and $1.0 billion of senior secured term loan facility borrowings, both of which were somewhat offset by $1.1 billion of redeemed senior notes in the current period.

For a discussion regarding 2022 cash flows, including comparisons of 2023 results to 2022 cash flows, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" within Cedar Fair's Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 16, 2024.

The increase was due to the inclusion of capital expenditures for Former Six Flags parks during the first six months of 2025 and incremental capital expenditures in the current period offset by net cash consideration paid for the Mergers in the prior period.

Net cash from financing activities in 2025 totaled $155.4 million, an increase of $37.4 million compared with 2024.

The increase was primarily attributable to higher prior year payments of debt issuance costs and prior year Cedar Fair partnership distributions somewhat offset by higher payments for tax withholding for equity compensation.

Net debt borrowings in 2025 largely equaled net debt borrowings in 2024.

For a discussion regarding 2023 cash flows, including comparisons of 2024 cash flows to 2023 cash flows, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" within the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 3, 2025.

Contractual Obligations

As of December 31, 2024, the Combined Company's primary contractual obligations consisted of outstanding long-term debt agreements and related interest, certain obligations pertaining to the Partnership Parks (see Note 7 ), and various commitments under lease agreements (see Note 11 ).

The Combined Company has also committed to capital expenditures between $175 million to $225 million, most of which will be paid in 2025, and license commitments of approximately $10 million per year through 2030 and $6.5 million per year from 2031 through 2035.

Before reduction for debt issuance costs, the Combined Company's long-term debt agreements as of December 31, 2024 consisted of the following:

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As of December 31, 2025, the Company's primary contractual obligations consisted of outstanding long-term debt agreements and related interest, certain obligations pertaining to the Partnership Parks (including the acquisition of all of the outstanding limited partnership interests in Six Flags Over Georgia and White Water Atlanta in January 2027;

see Note 7 to the accompanying consolidated financial statements), and various commitments under lease agreements (see Note 11 to the accompanying consolidated financial statements).

The Company has also committed to certain capital expenditures of approximately $90 million, most of which will be paid in 2026, and license commitments of approximately $10 million per year through 2030 and $6.7 million per year from 2031 through 2034.

Before reduction for debt issuance costs, original issue discount and acquisition fair value layers, the Company's long-term debt agreements as of December 31, 2025 consisted of the following:

• $1,481 million of senior secured term debt, maturing in May 2031 under the 2024 Credit Agreement, as amended.

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There was $15.0 million of current maturities outstanding and payable within the next twelve months as of December 31, 2025 related to the senior secured term debt facility.

• $500 million of 5.375% senior unsecured notes, maturing in April 2027.

Interest is payable under the 2027 senior notes semi-annually in April and October.

• $500 million of 5.375% senior unsecured notes, previously set to mature in April 2027.

Interest was payable under the 2027 senior notes semi-annually in April and October, and the notes were redeemed in full on February 5, 2026 with the proceeds of $1.0 billion of 8.625% senior unsecured notes due 2032 that were issued on January 14, 2026 (the "2032 senior notes", see Note 14 to the accompanying consolidated financial statements).

• $300 million of 6.500% senior unsecured notes, maturing in October 2028.

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Interest is payable under the 2029 senior notes semi-annually in January and July.

• $200 million of 7.000% senior secured notes, maturing in July 2025.

Interest is payable under the 2025 Six Notes semi-annually in January and July.

• $500 million of 5.500% senior unsecured notes, maturing in April 2027.

Interest is payable under the 2027 Six Notes semi-annually in April and October.

• $500 million of 5.500% senior unsecured notes, previously set to mature in April 2027.

Interest was payable under the 2027 Six Notes semi-annually in April and October, and the notes were redeemed in full on February 5, 2026 with the proceeds of the 2032 senior notes (see Note 14 to the accompanying consolidated financial statements).

• $800 million of 7.250% senior unsecured notes, maturing in May 2031.

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

After letters of credit of $40.6 million as of December 31, 2024, the Combined Company had $494.4 million of availability under the former revolving credit facility.

After letters of credit of $45.8 million as of December 31, 2025, the Company had $532.2 million of availability under the revolving credit facility.

Letters of credit are primarily in place to backstop insurance arrangements.

During the third quarter of 2024, $165 million of the outstanding balance of the 2025 Six Notes was paid on July 1, 2024 and the remaining $56.9 million outstanding balance of the 4.875% senior unsecured notes due July 2024 of Former Six Flags was paid on July 31, 2024.

On January 14, 2026, the Company issued $1.0 billion of the 2032 senior notes.

The proceeds from the 2032 senior notes, together with cash on hand, were used to redeem the 2027 senior notes and the 2027 Six Notes in full on February 5, 2026, along with accrued and unpaid interest.

Interest is payable under the 2032 senior notes semi-annually in January and July of each year with the principal due in full on January 15, 2032.

See Note 14 to the accompanying consolidated financial statements.

With respect to the revolving credit facility only, the 2024 Credit Agreement, as amended, includes a maximum Net First Lien Leverage Ratio (as defined in the 2024 Credit Agreement) financial maintenance covenant, which is required to be tested as of the last day of each quarter except for the quarter in which the consummation of the Mergers occurred.

The maximum Net First Lien Leverage Ratio following the consummation of the Mergers is 5.25x beginning with the test period ending on or about December 31, 2024, with step-downs of 25 bps after every four consecutive quarters, culminating at 4.5x beginning with the test period ending on or about December 31, 2027.

The 2024 Credit Agreement, as amended, and fixed rate note agreements include restricted payment provisions, which could limit the Combined Company's ability to pay dividends.

Under the 2024 Credit Agreement, as amended, if the pro forma Net Secured Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 3.00x, the Combined Company can make unlimited restricted payments so long as no event of default has occurred and is continuing.

If the pro forma Net Total Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 5.25x, the Combined Company can make restricted payments up to the then-available Cumulative Credit (as defined in the 2024 Credit Agreement), so long as no event of default has occurred and is continuing.

Irrespective of any leverage calculations, the Combined Company can make restricted payments not to exceed the greater of 7.0% of Market Capitalization (as defined in the 2024 Credit Agreement) and $200 million annually.

Pursuant to the terms of the indenture governing the 2027 senior notes, which includes the most restrictive of the restricted payments provisions under the terms of the Combined Company's outstanding notes, even if the pro forma Total Indebtedness to Consolidated Cash Flow Ratio (as defined in the indenture governing the 2027 senior notes) is greater than 5.25x, the Combined Company can still make restricted payments of $100 million annually so long as no default or event of default has occurred and

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is continuing.

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

The Combined Company's pro forma Total Indebtedness to Consolidated Cash Flow Ratio was less than 5.25x as of December 31, 2024.

The maximum Net First Lien Leverage Ratio is 5.0x beginning with the test period ending on or about December 31, 2025, with step-downs of 25 bps after every four consecutive quarters, culminating at 4.5x beginning with the test period ending on or about December 31, 2027.

The 2024 Credit Agreement, as amended, and fixed rate note agreements include restricted payment provisions, which could limit the Company's ability to pay dividends.

Under the 2024 Credit Agreement, as amended, if the pro forma Net Secured Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 3.00x, the Company can make unlimited

restricted payments so long as no event of default has occurred and is continuing.

If the pro forma Net Total Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 5.25x, the Company can make restricted payments up to the then-available Cumulative Credit (as defined in the 2024 Credit Agreement), so long as no event of default has occurred and is continuing.

Irrespective of any leverage calculations, the Company can make restricted payments not to exceed the greater of 7.0% of Market Capitalization (as defined in the 2024 Credit Agreement) and $200 million annually.

Pursuant to the terms of the indentures governing the Company's senior notes, if the pro forma Total Indebtedness to Consolidated Cash Flow Ratio (as defined in the indentures governing the 2028 senior notes, 2029 senior notes and 2031 Six Notes) or the pro forma Net Total Leverage Ratio (as defined in the 2032 senior notes and the 2032 Six Notes) is less than or equal to 5.50x, the 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 Company's pro forma Total Indebtedness to Consolidated Cash Flow Ratio and pro forma Net Total Leverage Ratio were greater than 5.50x as of December 31, 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 2027, 2028 and 2029 senior notes, or the "registered senior notes".

The Combined Company, Canada's Wonderland Company ("Cedar Canada"), Magnum Management Corporation ("Magnum"), and Millennium Operations LLC (“Millennium”) are the co-issuers of the registered senior notes.

Substantially concurrently with the closing and in connection with the Mergers, the Combined Company entered into supplemental indentures to assume all of Former Cedar Fair's obligations under the indentures governing the registered senior notes.

The 2027 senior notes were redeemed in full on February 5, 2026 (see Note 14 to the accompanying consolidated financial statements).

The Company, Canada's Wonderland Company ("Cedar Canada"), Magnum Management Corporation ("Magnum"), and Millennium Operations LLC (“Millennium”) are the co-issuers of the registered senior notes.

Substantially concurrently with the closing and in connection with the Mergers, the Company entered into supplemental indentures to assume all of Former Cedar Fair's obligations under the indentures governing the registered senior notes.

Pursuant to the supplemental indentures, each of the Former Six Flags subsidiary guarantors under the 2024 Credit Agreement agreed to fully and unconditionally guarantee the registered senior notes.

As a result, the registered senior notes are irrevocably and unconditionally guaranteed, on a joint and several basis, by each wholly owned subsidiary of the Combined Company (other than the co-issuers) that guarantees the credit facilities under the 2024 Credit Agreement, as amended.

As a result, the registered senior notes are irrevocably and unconditionally guaranteed, on a joint and several basis, by each wholly owned subsidiary of the Company (other than the co-issuers) that guarantees the credit facilities under the 2024 Credit Agreement, as amended.

A full listing of the issuers and guarantors of the registered senior notes can be found within Exhibit 22.

The registered senior notes each rank equally in right of payment with all of each issuer’s existing and future senior unsecured debt.

However, the registered senior notes rank effectively junior to any secured debt to the extent of the value of the assets securing such debt, including under the 2024 Credit Agreement, the 2025 Six Notes and the 2032 Six Notes.

In the event that the co-issuers (except for the Combined Company) or any subsidiary guarantor is released from its obligations under the 2024 Credit Agreement, such entity will also be released from its obligations under the 2027 and 2029 senior notes and from its guarantee under the 2028 senior notes.

In addition, the co-issuers (except for the Combined Company) or any subsidiary guarantor can be released from its obligations under the registered senior notes under the following circumstances, assuming the associated transactions are in compliance with the applicable provisions of the indentures governing the registered senior notes:

i) in the case of co-issuers (other than the Combined Company), any direct or indirect sale, conveyance or other disposition of the capital stock of such entity following which the entity ceases to be a direct or indirect subsidiary of the Combined Company or a sale or disposition of all or substantially all of the assets of such entity made in accordance with the applicable indenture;

In the event that the co-issuers (except for the Company) or any subsidiary guarantor is released from its obligations under the 2024 Credit Agreement, such entity will also be released from its obligations under the 2029 senior notes and from its guarantee under the 2028 senior notes.

In addition, the co-issuers (except for the Company) or any subsidiary guarantor can be released from its obligations under the registered senior notes under the following circumstances, assuming the associated transactions are in compliance with the applicable provisions of the indentures governing the registered senior notes:

i) in the case of co-issuers (other than the Company), any direct or indirect sale, conveyance or other disposition of the capital stock of such entity following which the entity ceases to be a direct or indirect subsidiary of the Company or a sale or disposition of all or substantially all of the assets of such entity made in accordance with the applicable indenture;

ii) if such entity is dissolved or liquidated;

iii) if an entity is designated as an Unrestricted Subsidiary (as defined in each indenture);

iv) in the case of the 2027 and 2029 senior notes, upon transfer of such entity in a qualifying transaction if following such transfer the entity ceases to be a direct or indirect Restricted Subsidiary (as defined in each indenture) of the Combined Company or is a Restricted Subsidiary that is not a guarantor under any credit facility;

iv) in the case of the 2029 senior notes, upon transfer of such entity in a qualifying transaction if following such transfer the entity ceases to be a direct or indirect Restricted Subsidiary (as defined in each indenture) of the Company or is a Restricted Subsidiary that is not a guarantor under any credit facility;

or v) in the case of the subsidiary guarantors, upon a discharge of the indenture or upon any legal defeasance or covenant defeasance of the indenture.

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Certain subsidiaries did not guarantee the credit facilities or senior notes (the "non-guarantor" subsidiaries).

The summarized financial information excludes results of the non-guarantor subsidiaries and does not reflect investments of the Obligor Group in the non-guarantor subsidiaries.

The summarized financial information excludes results of the non-guarantor subsidiaries.

The Obligor Group's amounts due from, amounts due to, and transactions with the non-guarantor subsidiaries have not been eliminated and included intercompany receivables from non-guarantors of $188.3 million and $123.6 million as of December 31, 2025 and December 31, 2024, respectively.

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Summarized Financial Information

(In thousands) Six Flags Entertainment Corporation (2024)

Cedar Fair L.P.

(Parent) Magnum

(In thousands) Six Flags Entertainment Corporation Magnum

(Co-Issuer Subsidiary) Cedar Canada

(Co-Issuer Subsidiary) Millennium

Subsidiary) Guarantor Subsidiaries

(Co-Issuer Subsidiary) Guarantor Subsidiaries

Balance as of December 31, 2025

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Net revenues $ 98,489 $ 489,776 $ 160,414 $ 2,007,248 $ 1,116,695

Operating income (loss) 84,005 (153,697) 67,459 126,165 182,687

Net income 125,284 72,213 98,108 — 263,071

Operating (loss) income (8,248) (159,791) 54,641 126,476 258,298

Net (loss) income (214,263) 120,777 34,607 — 332,344

Quantitative and Qualitative Disclosures about Market Risk

The Combined Company is exposed to market risks from fluctuations in interest rates and currency exchange rates on operations in Canada and Mexico, and from time to time, on imported rides and equipment.

The objective of the Combined Company's financial risk management is to reduce the potential negative impact of interest rate and foreign currency exchange rate fluctuations to acceptable levels.

The Company is exposed to market risks from fluctuations in interest rates and currency exchange rates on operations in Canada and Mexico, and from time to time, on imported rides and equipment.

The objective of the Company's financial risk management is to reduce the potential negative impact of interest rate and foreign currency exchange rate fluctuations to acceptable levels.

Market risk sensitive instruments are not acquired for trading purposes.

Interest rate risk is typically managed using a combination of fixed-rate long-term debt, interest rate swaps that fix variable-rate long-term debt, and variable-rate borrowings under a revolving credit facility.

Interest rate risk is typically managed using a combination of fixed-rate and variable-rate long-term debt.

Translation exposures with regard to Canadian and Mexican operations are not hedged.

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A uniform 10% strengthening of the U.S.

dollar relative to the Canadian dollar and Mexican peso would have resulted in a $7.8 million decrease in operating income for the Combined Company's six months ended December 31, 2024.

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dollar relative to the Canadian dollar and Mexican peso would have resulted in a $1.1 million decrease in operating loss contributed to the Company's results for the year ended December 31, 2025.

Forward Looking Statements

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Forward-looking statements by their nature address matters that are, to different degrees, uncertain.

These forward-looking statements may involve current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions that are difficult to predict, may be beyond the Combined Company's control and could cause actual results to differ materially from those described in such statements.

Although management believes that the expectations reflected in such forward-looking statements are reasonable, they can give no assurance that such expectations will prove to be correct, that the Combined Company's growth and operational strategies will achieve the target results.

Important risks and uncertainties that may cause such a difference and could adversely affect attendance at the Combined Company's parks, future financial performance, and/or the Combined Company's growth strategies, and could cause actual results to differ materially from expectations or otherwise to fluctuate or decrease, include, but are not limited to:

These forward-looking statements may involve current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions that are difficult to predict, may be beyond the Company's control and could cause actual results to differ materially from those described in such statements.

Although management believes that the expectations reflected in such forward-looking statements are reasonable, they can give no assurance that such expectations will prove to be correct, that the Company's growth and operational strategies will achieve the target results.

Important risks and uncertainties that may cause such a difference and could adversely affect attendance at the Company's parks, future financial performance, and/or the Company's growth strategies, and could cause actual results to differ materially from expectations or otherwise to fluctuate or decrease, include, but are not limited to:

failure to realize the anticipated benefits of the Mergers, including difficulty in integrating the businesses of Former Six Flags and Cedar Fair;

failure to realize the expected amount and timing of cost savings and operating synergies related to the Mergers;

general economic, political and market conditions;

the impacts of pandemics or other public health crises, including the effects of government responses on people and economies;

general economic, political and market conditions, including global trade;

adverse weather conditions;

competition for consumer leisure time and spending;

unanticipated construction delays;

the impacts of pandemics or other public health crises, including the effects of government responses on people and economies;

competition for consumer leisure time and spending or other changes in consumer behavior or sentiment for discretionary spending;

unanticipated construction delays or increases in construction or supply costs;

changes in capital investment plans and projects;

anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the Combined Company’s operations;

legislative, regulatory and economic developments and changes in laws, regulations, and policies affecting the Combined Company;

the impact of any potential shareholder activism;

failure to attract, motivate and retain qualified domestic and international employees and key personnel;

legislative, regulatory and economic developments and changes in laws, regulations, and policies affecting the Company;

acts of terrorism or outbreak of war, hostilities, civil unrest, and other political or security disturbances;

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Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K and are based on information currently and reasonably known to management.

The Combined Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the filing date of this report.

The Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the filing date of this report.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The information appearing under the subheading "Quantitative and Qualitative Disclosures about Market Risk" under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this report is incorporated herein by reference.

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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 7. Management’s Discussion and Analysis