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Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-03-03 · 603 added, 562 removed, 948 unchanged (55% of the section changed)

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FINANCIAL STATEMENTS INDEX

Report of Independent Registered Public Accounting Firm (PCAOB ID 34 )

Report of Independent Registered Public Accounting Firm (PCAOB I D 34 )

Consolidated Balance Sheets

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Index for Notes to Consolidated Financial Statements

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Former Six Flags, which was acquired through the Mergers on July 1, 2024, and whose financial statements constitute 75% of total assets, and 33% of net revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2024.

Accordingly, our audit did not include the internal control over financial reporting at Former Six Flags.

Basis for Opinions

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Merger - Valuation of intangible asset - Trade names - Refer to Notes 2 and 5 in the consolidated financial statements

Critical Audit Matter Description

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

Upon consummation of the mergers, the separate legal existences of each Copper Merger Sub, Cedar Fair and Former Six Flags ceased, and the Combined company changed its name to “Six Flags Entertainment Corporation.” The Six Flags Merger has been accounted for as a business combination under Accounting Standards Codification 805, Business Combinations, using the acquisition method of accounting, and Cedar Fair has been determined to be the accounting acquirer.

Accordingly, the Company allocated the purchase price, on a preliminary basis, to the assets acquired and liabilities assumed based on their estimated fair value and recorded $850 million of intangible asset attributed to the Six Flags trade name.

Management estimated the fair value of the intangible asset utilizing an income approach.

The determination of the fair value using the income approach requires management to make significant assumptions related to the forecasts of future revenues, terminal growth rate, discount rate and royalty rate.

We identified the acquired Six Flags trade name intangible asset as a critical audit matter because of the significant estimates and assumptions made by management in determining the fair value of the Six Flags trade name.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s forecasts of future revenues and the selection of the terminal growth rate, discount rate, and royalty rate for the Six Flags trade name intangible asset.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasts of future revenues and the selection of the terminal growth rate, discount rate, and royalty rate for the Six Flags trade name intangible asset included the following, among others:

• We tested the effectiveness of controls over the valuation of the Six Flags trade name intangible asset acquired, including management's controls over forecasts of future revenues and selection of the terminal growth rate, discount rate, and royalty rate.

• We evaluated the reasonableness of management's forecasts of future revenues by comparing the projections to historical results and certain peer companies.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the terminal growth rate, discount rate, and royalty rate, including testing the underlying source information and the mathematical accuracy of the calculations, and developing ranges of independent estimates and comparing those to the terminal growth rate, discount rate, and royalty rate selected by management.

Deferred Revenues - Revenue Recognition of Multi-Use Season Long Products for Admission - Refer to Notes 1 and 3 in the consolidated financial statements

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Deferred Revenues - Revenue Recognition of Multi-Use Season Long Products for Admission - Refer to Notes 1 and 3 to the consolidated financial statements

Critical Audit Matter Description

The Company defers revenue for its multi-use products, including season-long products for admissions products and recognizes revenues over the estimated number of uses expected for each type of product.

The Company estimates a redemption rate for each multi-use season long product for admission using historical and forecasted uses at each park.

Revenue is then recognized on a pro-rated basis based on the estimated allocated selling price of the multi-use season long products for admission and the estimated uses of that product.

The Company defers revenue for its multi-use products, including season-long products for admissions and recognizes revenues over the estimated number of uses.

The Company estimates a redemption rate for multi-use season long products for admission using historical and forecasted uses at each park.

Revenue is then recognized on a pro-rated basis based on the estimated allocated selling price of the multi-use season long products for admission and the related estimated uses.

During the third quarter of 2025, management began selling multi-use season long products for admission for the 2026 operating season.

These products include providing the customer park access for the remainder of the 2025 operating season, while also providing the customer with admission for the 2026 operating season.

We identified the evaluation of the estimated redemption rate used to determine the multi-use season long products for admission for selected parks as a critical audit matter because of significant judgments made by management in estimating the amount of revenue that should be recognized in each fiscal year, which in turn led to a high degree of auditor judgment and increased extent of effort.

We identified the evaluation of the estimated redemption rates used to determine the multi-use season long products for admission for selected parks as a critical audit matter because of significant judgments made by management in estimating the amount of revenue that should be recognized in each fiscal year, which in turn led to a high degree of auditor judgment and increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

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• We tested the effectiveness of controls over deferred revenue and revenue recognition related to multi-use season long products for admission for selected parks.

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• We performed transaction testing for deferred revenue associated with the multi-use season long products for admission for selected parks by agreeing the amounts recorded as deferred revenue to source documents and determined that products sold related to items that are deferred in nature.

• We tested the completeness of deferred revenue associated with the multi-use season long products for admission for selected parks by making selections from a reciprocal attendance population from selected days and determined whether the multi-use attendance product was appropriately recorded as deferred revenue in the general ledger at period end.

• We developed an independent expectation of the total deferred revenue balances for selected parks and compared such expectation to the recorded amount for reasonableness.

• We tested the completeness of deferred revenue associated with the multi-use season long products for admission for selected parks by making selections from a reciprocal population and determined whether the multi-use attendance product was appropriately recorded as deferred revenue in the general ledger at period end.

• We compared actual guest visits in the current year to the estimated redemption rates.

Goodwill - Schlitterbahn Reporting Unit - Refer to Notes 1 and 5 to the consolidated financial statements

Goodwill and Other Intangibles - Valuation of the Schlitterbahn and Former Six Flags Reporting Units, and the Six Flags Indefinite-Lived Intangible Asset - Refer to Notes 1 and 5 to the consolidated financial statements

Critical Audit Matter Description

The Company's evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value.

The Company determines the fair value of its reporting units using a combination of an income (discounted cash flow) approach and the market approach.

The determination of the fair value using the income approach requires management to make significant estimates and assumptions related to forecasts of future revenues, earnings before interest, taxes, depreciation, and amortization (EBITDA) margins, terminal growth rate and weighted-average cost of capital.

The determination of the fair value using the market approach requires management to make significant assumptions related to the selection of comparable publicly traded companies and cash flow multiples to determine the fair value.

The Company determined that the fair value of the Schlitterbahn Waterpark & Resort New Braunfels and the Schlitterbahn Waterpark Galveston Reporting Unit ("Schlitterbahn") was less than its carrying amount.

As a result, the Company recorded an impairment charge of $42.5 million to reduce the carrying amount to be equivalent to the estimated fair value as of September 29, 2024.

As of December 31, 2024, the goodwill balance was $3,296.5 million of which $50.7 million was allocated to the Schlitterbahn Reporting Unit.

We identified the goodwill impairment evaluation for Schlitterbahn as a critical audit matter because of the significant estimates and assumptions made by management when determining the fair value of Schlitterbahn.

This required a high degree of auditor judgment and an increased extent of effort, including the need to include our fair value specialists, when performing audit procedures to evaluate the reasonableness of management's estimates and assumptions related to forecasts of future revenues and EBITDA margins, and the selection of the terminal growth rate, weighted-average cost of capital, comparable publicly traded companies, and cash flow multiples.

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

The Company determines the fair value of its reporting units using an income (discounted cash flow) approach.

The determination of fair value using the income approach requires management to make significant estimates and assumptions related to forecasts of future revenues, earnings before interest, taxes, depreciation, and amortization (EBITDA) margins, terminal growth rates and discount rates based on a weighted-average cost of capital that reflects current market conditions (WACC).

The determination of fair value of trade name intangible assets is determined using a relief-from-royalty method, of which requires management to make significant estimates and assumptions related to royalty rates, growth rates in revenues, and discount rates based on a WACC.

As further described in Note 5, the Company tested the Six Flags Fiesta Texas, Six Flags Great Adventure, Six Flags Great America, Six Flags Magic Mountain, Six Flags Mexico, Six Flags New England, Six Flags Over Georgia and Six Flags Over Texas (“Former Six Flags reporting units”), and the Schlitterbahn reporting unit, as well as the Six Flags trade name for impairment in the third quarter of 2025.

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

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

Management also concluded the estimated fair value of the Six Flags trade name no longer exceeded its carrying value resulting in an impairment charge recorded during the third quarter of 2025 of $169.3 million.

We identified the forecasts of future revenues, EBITDA margins, terminal growth rates and discount rates based on a WACC for the Schlitterbahn reporting unit and former Six Flags reporting units;

and a royalty rate, growth rates in revenues, and a discount rate based on a WACC for the Six Flags trade name, as a critical audit matter because of the significant estimates and assumptions made by management when determining the fair value.

This required a high degree of auditor judgment and an increased extent of effort, including the need to include our fair value specialists, when performing audit procedures to evaluate the reasonableness of management's estimates and assumptions related to forecasts of future revenues and EBITDA margins, and the selection of terminal growth rates, discount rates based on a WACC, and a royalty rate.

How the Critical Audit Matter was Addressed in the Audit

Our audit procedures for the Schlitterbahn reporting unit related to the forecasts of future revenues and EBITDA margins and the selection of the terminal growth rate, weighted-average cost of capital, comparable publicly traded companies and cash flow multiples included the following, among others:

• We tested the effectiveness of controls over management's goodwill impairment evaluation, including those over the determination of the fair value of Schlitterbahn, such as controls related to management's forecasts of future revenues and EBITDA margins and the selection of the terminal growth rate, weighted-average cost of capital, comparable publicly traded companies, and cash flow multiples.

Our audit procedures for the Schlitterbahn reporting unit and Former Six Flags reporting units related to the forecasts of future revenues and EBITDA margins and the selection of terminal growth rates and discount rates based on a WACC included the following, among others:

• We tested the effectiveness of controls over management's goodwill impairment evaluation, including those over the determination of the fair value of Schlitterbahn and Former Six Flags reporting units, such as controls related to management's forecasts of future revenues and EBITDA margins and the selection of terminal growth rates and discount rates based on a WACC.

• We evaluated management's ability to accurately forecast future revenues and EBITDA margins by comparing actual results to management's historical forecasts.

• We evaluated the reasonableness of management's forecasts of future revenues and EBITDA margins by comparing the projections to historical results and certain peer companies.

• With the assistance of our fair value specialists, we evaluated the terminal growth rate and weighted-average cost of capital, including testing the underlying source information and the mathematical accuracy of the calculations, and developing ranges of independent estimates and comparing those to the terminal growth rate and weighted-average cost of capital selected by management.

• With the assistance of our fair value specialists, we evaluated the selected comparable publicly traded companies and cash flow multiples, including testing the underlying source information and mathematical accuracy of the calculations, and comparing the multiples selected by management to its comparable publicly traded companies.

• With the assistance of our fair value specialists, we evaluated terminal growth rates and discount rates based on a WACC, including testing the underlying source information and the mathematical accuracy of the calculations, and developing ranges of independent estimates and comparing those to the terminal growth rates and discount rates based on a WACC selected by management.

Our audit procedures for the Six Flags trade name, related to the forecasts of future revenues and the selection of a terminal growth rate, discount rate based on a WACC and royalty rate included the following, among others:

• We tested the effectiveness of controls over management's Six Flags trade name impairment evaluation, including those over the determination of the fair value of the Six Flags trade name, such as controls related to management's forecasts of future revenues and the selection of a terminal growth rate, discount rate based on a WACC, and royalty rate.

• We evaluated management's ability to accurately forecast future revenues by comparing actual results to management's historical forecasts.

• We evaluated the reasonableness of management's forecasts of future revenues by comparing the projections to historical results and certain peer companies.

• With the assistance of our fair value specialists, we evaluated the terminal growth rate, discount rate based on a WACC and royalty rate, including testing the underlying source information and the mathematical accuracy of the calculations, and developing ranges of independent estimates and comparing those to the terminal growth rate, discount rate based on a WACC, and royalty rate selected by management.

/s/ DELOITTE & TOUCHE LLP

Cleveland, Ohio

March 3, 2025

February 26, 2026

We have served as the Company's auditor since 2004.

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SIX FLAGS ENTERTAINMENT CORPORATION

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Receivables 160,283 124,861

Litigation recoveries 48,900 40,000

Income tax receivables 54,360 14,268

Inventories 68,537 71,104

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Self-insurance reserves 51,335 36,630

Litigation reserves 55,465 61,200

Other accrued liabilities 67,150 63,072

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NCI call option liability 323,902 290,390

Non-current deferred revenue 17,705 5,925

Non-current self-insurance reserves 99,555 94,084

Other liabilities 14,043 33,663

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Redeemable non-controlling interests 235,047 241,816

Former Cedar Fair, L.P.

Partners Deficit:

interests — 5,290

General partner — ( 6 )

Limited partners, 51,013 units outstanding as of December 31, 2023

— ( 602,947 )

Six Flags Entertainment Corporation Shareholders' Equity

Common stock, 100,350 shares outstanding as of December 31, 2024

Common stock, 101,696 and 100,350 shares outstanding as of December 31, 2025 and December 31, 2024, respectively

Additional paid-in-capital 2,245,553 2,207,410

Accumulated deficit ( 1,763,369 ) ( 164,271 )

Accumulated other comprehensive (loss) income ( 2,280 ) 14,701

Accumulated other comprehensive income (loss) 66,556 ( 2,280 )

549,757 2,041,863

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

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SIX FLAGS ENTERTAINMENT CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

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

(In thousands, except per share amounts)

Years Ended December 31,

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Loss on retirement of fixed assets, net 40,670 18,064 18,067

Loss on impairment of goodwill 42,462 — —

Gain on sale of land — — ( 155,250 )

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

Loss on other assets 791 — —

4,475,296 2,398,420 1,492,504

Operating income 310,506 306,164 519,942

Operating (loss) income ( 1,375,007 ) 310,506 306,164

Interest expense, net 359,958 234,770 138,952

Net effect of swaps — — ( 25,641 )

Loss on early debt extinguishment — 7,974 —

Other expense (income), net 33,584 ( 5,390 ) 23,797

Income before taxes 34,178 172,602 371,657

Provision for taxes 240,843 48,043 63,989

Other (income) expense, net ( 21,519 ) 33,584 ( 5,390 )

(Loss) income before taxes ( 1,713,446 ) 34,178 172,602

(Benefit) provision for taxes ( 163,980 ) 240,843 48,043

Net (loss) income ( 1,549,466 ) ( 206,665 ) 124,559

Net income attributable to non-controlling interests 24,499 — —

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

Net (loss) income attributable to Six Flags Entertainment Corporation $ ( 1,599,098 ) $ ( 231,164 ) $ 124,559

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Comprehensive (loss) income ( 1,480,630 ) ( 223,646 ) 123,651

Comprehensive income attributable to non-controlling interests 24,499 — —

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

Comprehensive (loss) income attributable to Six Flags Entertainment Corporation $ ( 1,530,262 ) $ ( 248,145 ) $ 123,651

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(Loss) income attributable to Six Flags Entertainment Corporation per share of common stock / LP unit outstanding (See Note 1 )

Net (loss) income per share of common stock / LP unit - basic $ ( 3.22 ) $ 2.45 $ 5.51

Net (loss) income per share of common stock / LP unit - diluted $ ( 3.22 ) $ 2.42 $ 5.45

Basic $ ( 15.89 ) $ ( 3.22 ) $ 2.45

Diluted $ ( 15.89 ) $ ( 3.22 ) $ 2.42

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

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SIX FLAGS ENTERTAINMENT CORPORATION

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

Net income attributable to Six Flags Entertainment Corporation — — — — — 124,558 1 — — 124,559

Repurchase of limited partnership units — ( 1,735 ) — — — ( 74,534 ) ( 3 ) — — ( 74,537 )

Net loss attributable to Six Flags Entertainment Corporation — — — — ( 153,250 ) ( 77,913 ) ( 1 ) — — ( 231,164 )

Partnership distribution declared ($ 0.600 per unit)

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— — — — — — — — ( 16,975 ) ( 16,975 )

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

— — — — — — — — ( 6 ) ( 6 )

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

LP conversion to corporation 51,313 ( 51,250 ) 514 ( 386,391 ) — 702,046 7 ( 5,290 ) — 310,886

Other — — — — ( 11,021 ) — — — — ( 11,021 )

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

Net loss attributable to Six Flags Entertainment Corporation — — — — ( 1,599,098 ) — — — — ( 1,599,098 )

Partnership distribution declared ($ 0.600 per unit)

— — — — — ( 30,764 ) — — — ( 30,764 )

Equity-based compensation 1,346 — 13 38,143 — — — — — 38,156

Tax effect of units involved in treasury unit transactions — — — — — ( 152 ) — — — ( 152 )

Foreign currency translation adjustment, net of tax $( 8,360 )

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— — — — — — — — 813 813

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

LP conversion to corporation 51,313 ( 51,250 ) 514 ( 386,391 ) — 702,046 7 ( 5,290 ) — 310,886

Other — — — — ( 11,021 ) — — — — ( 11,021 )

Balance as of December 31, 2025 101,696 — $ 1,017 $ 2,245,553 $ ( 1,763,369 ) $ — $ — $ — $ 66,556 $ 549,757

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

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SIX FLAGS ENTERTAINMENT CORPORATION

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Loss on early debt extinguishment — 7,974 —

Loss on impairment of goodwill 42,462 — —

Non-cash foreign currency loss (gain) on USD notes 23,596 ( 5,963 ) 23,274

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

Non-cash foreign currency (gain) loss on USD notes ( 16,269 ) 23,596 ( 5,963 )

Non-cash equity-based compensation expense 63,540 63,608 22,611

Deferred income tax expense (benefit) 180,925 ( 6,757 ) 4,385

Net effect of swaps — — ( 25,641 )

Gain on sale of land before cash closing costs — — ( 159,405 )

Deferred income tax (benefit) expense ( 152,682 ) 180,925 ( 6,757 )

Interest accretion on NCI call option liability 34,771 — —

Other non-cash expenses 25,368 47,606 22,828

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Increase (decrease) in accrued interest ( 6,931 ) ( 1,690 ) 414

Increase (decrease) in accrued taxes ( 22,018 ) 9,638 110,511

Increase (decrease) in income and other taxes ( 41,590 ) ( 22,018 ) 9,638

Increase (decrease) in accrued salaries, wages and benefits ( 5,958 ) ( 5,361 ) ( 15,993 )

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Net cash from operating activities 327,469 373,412 325,675

CASH FLOWS (FOR) FROM INVESTING ACTIVITIES

CASH FLOWS FOR INVESTING ACTIVITIES

Capital expenditures ( 479,667 ) ( 320,819 ) ( 220,422 )

Acquisitions, net of cash acquired — ( 151,797 ) —

Proceeds from sale of land — — 310,000

Net cash (for) from investing activities ( 472,616 ) ( 220,422 ) 126,648

Net cash for investing activities ( 479,667 ) ( 472,616 ) ( 220,422 )

CASH FLOWS FROM (FOR) FINANCING ACTIVITIES

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Payments related to tax withholding for equity compensation ( 25,384 ) ( 7,304 ) ( 2,865 )

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

Distributions to non-controlling interests ( 49,632 ) ( 48,997 ) —

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

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SIX FLAGS ENTERTAINMENT CORPORATION

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Fair Value Measurements

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Subsequent Event

SIX FLAGS ENTERTAINMENT CORPORATION

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

Accordingly, financial results and disclosures referring to periods prior to the Closing Date include only Former Cedar Fair's results before giving effect to the Mergers, including the financial results and disclosures as of December 31, 2023 and for the years ended December 31, 2023 and December 31, 2022.

The results of 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, financial results and disclosures 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.

Financial results and disclosures for the year ended December 31, 2023 include only Cedar Fair's results before giving effect to the Mergers.

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

References to "Cedar Fair," "Former Cedar Fair," or the "Partnership" are to Cedar Fair prior to the Mergers.

The Mergers are described in more detail in Note 2 .

The Mergers are described in more detail in Note 2 to the accompanying consolidated financial statements.

(1) Significant Accounting Policies:

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Principles of Consolidation

The consolidated financial statements include the accounts of the Combined Company and its subsidiaries, all of which are wholly owned or the Combined Company is the primary beneficiary.

The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned or the Company is the primary beneficiary.

Intercompany transactions and balances are eliminated in consolidation.

Substantially concurrently with the closing and in connection with the Mergers, the Combined Company assumed certain obligations regarding Six Flags Over Georgia, including Six Flags White Water Atlanta ("SFOG"), and Six Flags Over Texas ("SFOT"), and together with SFOG, the "Partnership Parks".

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

Substantially concurrently with the closing and in connection with the Mergers, the Company assumed certain obligations regarding Six Flags Over Georgia, including Six Flags White Water Atlanta ("SFOG"), and Six Flags Over Texas ("SFOT"), and together with SFOG, the "Partnership Parks".

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

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

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A charge to earnings is recorded if the fair value of the redeemable units is less than the redemption amount.

Following the notification of the Combined Company's intent to exercise the End-of-Term Option for SFOG, the redeemable non-controlling interests related to SFOG were classified as a non-current liability within "NCI Call Option Liability" on the consolidated balance sheet.

Following the notification of the Company's intent to exercise the End-of-Term Option for SFOG, the redeemable non-controlling interests related to SFOG were classified as a non-current liability within "NCI Call Option Liability" on the consolidated balance sheet.

The liability was recorded at the net present value of the call option price.

The difference between the net present value of the call option price and the redemption value was recorded as a deemed dividend within the consolidated statement of equity.

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

The liability will be accreted to the final purchase price over the remaining SFOG term within "Interest expense, net".

Foreign Currency

dollar is the Combined Company's reporting currency and the functional currency for most of its operations.

dollar is the Company's reporting currency and the functional currency for most of its operations.

The financial statements of its Canadian and Mexican subsidiaries are measured using the Canadian dollar and the Mexican peso as their functional currency, respectively.

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Foreign currency (gains) losses for the periods presented were as follows.

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 ).

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.

The results for the year ended December 31, 2023 include only Cedar Fair's results before giving effect to the Mergers.

Years Ended December 31,

(In thousands) 2025 2024 2023

Loss (gain) on foreign currency related to re-measurement of U.S.

(Gain) loss on foreign currency related to re-measurement of U.S.

dollar denominated notes held in foreign entities $ ( 16,269 ) $ 23,596 $ ( 5,963 )

Loss on other transactions (1) 7,158 438 510

Loss (gain) on foreign currency $ 30,754 $ ( 5,525 ) $ 23,784

(1) Loss on other transactions for the year ended December 31, 2024 included loss on re-measurement of intercompany balances held in the Combined Company's acquired Mexican subsidiary.

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(Gain) loss on other transactions (1) ( 6,459 ) 7,158 438

(Gain) loss on foreign currency $ ( 22,728 ) $ 30,754 $ ( 5,525 )

(1) (Gain) loss on other transactions for the years ended December 31, 2025 and December 31, 2024 include the re-measurement of intercompany balances held in the Company's acquired Mexican subsidiary.

Segment Reporting

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.

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All of the parks provide similar products and services through a similar process to the same class of customer utilizing a consistent method.

In addition, the parks share common economic characteristics, in that they show similar long-term growth trends in key industry metrics such as attendance, in-park per capita spending, net revenue, operating margin and operating profit.

Based on these factors, the Combined Company has combined its operating segments, which consist of each of the parks' locations, and operates within one reportable segment of amusement and water parks with accompanying resort facilities.

In addition, the parks share common economic characteristics, in that they show similar long-term growth trends in key industry metrics such as attendance, per capita spending, net revenue, operating margin and operating profit.

Based on these factors, the Company has combined its operating segments, which consist of each of the parks' locations, and operates within one reportable segment of amusement and water parks with accompanying resort facilities.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during each period.

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A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Assets and liabilities recognized or disclosed at fair value on a recurring basis include derivatives, debt and short-term investments.

Assets and liabilities recognized or disclosed at fair value on a recurring basis include debt, the net plan asset for the Former Six Flags pension plan and short-term investments.

Cash and Cash Equivalents

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Depreciation expense totaled $ 486.2 million in 2025, $ 317.8 million in 2024, and $ 157.7 million in 2023.

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 ).

The results for the year ended December 31, 2023 include only Cedar Fair's results before giving effect to the Mergers.

The estimated useful lives of the assets are as follows:

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Equipment 2 years - 10 years

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Impairment of Long-Lived Assets

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The market approach estimates fair value by utilizing market data for similar assets.

Accounting for Business Combinations

Business Combinations

Business combinations are accounted for under the acquisition method of accounting.

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If management does not perform a qualitative assessment, or if management determines that it is not more likely than not that the fair value of the reporting unit exceeds its carrying amount, management calculates the fair value of the reporting unit.

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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Other Intangible Assets

Finite-lived intangible assets consist primarily of licenses, franchise agreements and the California's Great America trade name.

These intangible assets are amortized on a straight-line basis over the life of the agreement, ranging from five to twenty years .

Indefinite-lived intangible assets consist of trade names, other than the California's Great America trade name which is finite-lived.

Finite-lived intangible assets consist primarily of franchise agreements and the California's Great America trade name.

These intangible assets are amortized on a straight-line basis over the life of the agreement, ranging from 10 to 20 years.

Indefinite-lived intangible assets primarily consist of trade names, other than the California's Great America trade name which is finite-lived.

Indefinite-lived trade names are reviewed annually for impairment, or more frequently if impairment indicators arise.

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If an impairment is identified, an impairment charge is recognized for the amount by which the trade name's carrying amount exceeds its fair value.

Management assesses the indefinite-lived trade names for impairment separately from goodwill.

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Management assesses indefinite-lived trade names for impairment separately from goodwill.

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.

As of December 31, 2024 and December 31, 2023, self-insurance reserves totaled $ 130.7 million and $ 30.8 million, respectively.

Of the total self-insurance reserves as of December 31, 2024, $ 36.6 million was recorded as current within "Self-insurance reserves" in the consolidated balance sheet, and $ 94.1 million was recorded as non-current within "Other liabilities" in the consolidated balance sheet.

The liability as of December 31, 2024 also includes the liability of Former Six Flags operations (see Note 2 ).

Furthermore, 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, which was recorded within "Operating expenses" in the consolidated statements of operations and comprehensive (loss) income.

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 IBNR reserves by $ 14.9 million, which was recorded within "Operating expenses" in the consolidated statements of operations and comprehensive (loss) income.

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

The Combined Company has commitments under various operating and finance leases.

The table below includes the self-insurance reserves recorded as of December 31, 2025 and December 31, 2024, including their locations within the consolidated balance sheets.

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

Self-insurance reserves $ 51,335 $ 36,630

Non-current self insurance reserves 99,555 94,084

Total self-insurance reserves $ 150,890 $ 130,714

The Company has commitments under various operating and finance leases.

Right-of-use assets and lease liabilities are recognized at the present value of the future lease payments at the lease commencement date.

The discount rate used to determine the present value of the future lease payments is generally the Combined Company's incremental borrowing rate as the rate implicit in most leases is not readily determinable.

As a practical expedient, a relief provided in the accounting standard to simplify compliance, the Combined Company does not recognize right-of-use assets and lease liabilities for leases with an original term of one year or less.

The discount rate used to determine the present value of the future lease payments is generally the Company's incremental borrowing rate as the rate implicit in most leases is not readily determinable.

As a practical expedient, a relief provided in the accounting standard to simplify compliance, the Company does not recognize right-of-use assets and lease liabilities for leases with an original term of one year or less.

The current portion of the lease liability is recorded within " Other accrued liabilities " in the consolidated balance sheets.

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Revenues related to extra-charge products, including premium benefit offerings such as front-of-line products, are included in "Accommodations, extra-charge products and other".

Due to the Combined Company's seasonal operations, a substantial portion of its revenues are generated from Memorial Day through Labor Day.

Due to the Company's seasonal operations, a substantial portion of its revenues are generated from Memorial Day through Labor Day.

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, 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.

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.

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For any bundled products that include multiple performance obligations, revenue is allocated using the retail price of each distinct performance obligation and any inherent discounts are allocated based on the gross margin and expected redemption of each performance obligation.

The Combined Company does not typically provide for refunds or returns.

The Company does not typically provide for refunds or returns.

Sales and other taxes collected concurrent with revenue-producing activities are excluded from revenue.

In some instances, the Combined Company arranges with outside parties ("concessionaires") to provide goods to guests, typically food and merchandise, and the Combined Company acts as an agent, resulting in net revenues recorded within the consolidated statements of operations and comprehensive (loss) income.

In some instances, the Company arranges with outside parties ("concessionaires") to provide goods to guests, typically food, merchandise and games, and the Company acts as an agent, resulting in net revenues recorded within the consolidated statements of operations and comprehensive (loss) income.

Concessionaire arrangement revenues are recognized over the operating season and are variable.

Fixed sponsorship revenues and marina revenues, which are classified as "Accommodations, extra-charge products and other," are recognized over the park operating season which represents the period in which the performance obligations are satisfied.

Fixed sponsorship revenues, which are classified as "Accommodations, extra-charge products and other," are recognized over the park operating season which represents the period in which the performance obligations are satisfied.

Variable sponsorship revenues are based on achievement of specified operating metrics.

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

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

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

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

The number of uses expected outside of the next twelve months for each type of product are estimated, and the related deferred revenue is classified as non-current in the consolidated balance sheets.

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

Except for the non-current deferred revenue described above, contracts with customers typically have an original duration of one year or less.

For these short-term contracts, the practical expedient applicable to such contracts is used and the transaction price for the remaining performance obligations as of the end of each reporting period or when the revenue is expected to be recognized is not disclosed.

recognized is not disclosed.

Further, incremental costs of obtaining a contract are recognized as an expense when incurred as the amortization period of the asset would be less than one year.

Lastly, consideration for the effects of significant financing components of our installment purchase plans is not adjusted because the terms of these plans do not exceed one year.

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The Combined Company has entered into international agreements to assist a third party in the planning, design, development and operation of a Six Flags-branded amusement park and water park in Saudi Arabia to be named Six Flags Qiddiya City and Aquarabia Water Theme Park.

Lastly, consideration for the effects of significant financing components of installment purchase plans is not adjusted because the terms of these plans do not exceed one year.

The Company has entered into international agreements to assist a third party in the planning, design, development and operation of a Six Flags-branded amusement park and water park in Saudi Arabia, Six Flags Qiddiya City and Aquarabia Water Theme Park.

These agreements consist of a brand licensing agreement, project services agreement, and management services agreement.

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All other costs associated with advertising, promotion and marketing programs are expensed as incurred, or for certain costs, over each park's operating season.

Certain prepaid costs incurred through year-end for the following year's advertising programs are included within "Other current assets" in the consolidated balance sheets.

Advertising expense totaled $ 124.0 million in 2025, $ 102.9 million in 2024 and $ 58.7 million in 2023.

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 ).

The results for the year ended December 31, 2023 include only Cedar Fair's results before giving effect to the Mergers.

Equity-Based Compensation

Compensation costs for all equity-based awards are measured at fair value on the date of grant.

Compensation costs for equity-based awards are measured at fair value on the date of grant.

For equity-based awards with market conditions, fair value is determined using an advanced pricing model, such as using a Monte Carlo simulation.

The fair value of stock options is estimated using the Black-Scholes option pricing valuation model.

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Forfeitures are as recognized as they occur.

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

Since the completion of the Mergers, the Company has been subject to U.S.

federal income taxes in addition to state and local income taxes as a corporation, as well as foreign income taxes on its foreign subsidiaries.

Prior to the completion of the Mergers, Former Cedar Fair was subject to publicly traded partnership tax ("PTP tax") on certain partnership level gross income (net revenues less cost of food, merchandise, and games revenues), state and local income taxes on partnership income, U.S.

federal, state and local income taxes on income from its corporate subsidiaries and foreign income taxes on its foreign subsidiary.

As such, the total provision (benefit) for taxes prior to the completion of the Mergers included amounts for the PTP tax, as well as federal, state, local and foreign income taxes.

The Partnership (Cedar Fair, L.P.) ceased to exist in connection with the Mergers.

Income taxes are recognized for the amount of income taxes payable for the current year and for the impact of deferred tax assets and liabilities that represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes.

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.

Prior to the Mergers, Former Cedar Fair was subject to publicly traded partnership tax ("PTP tax") on certain partnership level gross income (net revenues less cost of food, merchandise, and games revenues), state and local income taxes on partnership income, U.S.

federal, state and local income taxes on income from its corporate subsidiaries and foreign income taxes on its foreign subsidiary.

As such, the total provision (benefit) for taxes prior to the Mergers included amounts for the PTP tax and federal, state, local and foreign income taxes.

The Partnership (Cedar Fair, L.P.) ceased to exist in connection with the Mergers.

Since the Closing Date, the Combined Company has been subject to U.S.

federal income taxes in addition to state and local income taxes as a corporation.

Under applicable accounting rules, the total provision (benefit) for income taxes includes the amount of taxes payable for the current year and the impact of deferred tax assets and liabilities, which represents future tax consequences of events that are recognized in different periods in the financial statements than for tax purposes.

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.

Contingencies

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

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

In the opinion of management, none of these matters, beyond what has been disclosed in this Annual Report on Form 10-K, are expected to have a material effect in the aggregate on the consolidated financial statements.

Putative Securities Class Action Lawsuit

During the third quarter of 2024, the Combined Company entered into a settlement agreement, subject to court approval, resolving the Putative Securities Class Action Lawsuit described below.

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

Therefore, the Combined Company's consolidated balance sheet as of December 31, 2024 included a $ 40.0 million receivable and a corresponding $ 40.0 million liability recorded within "Other accrued liabilities".

During the third quarter of 2024, the Company entered into a settlement agreement, subject to court approval, resolving the lawsuit described below.

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

Therefore, the consolidated balance sheet as of December 31, 2025 included a $ 40.0 million receivable recorded within "Litigation recoveries" and a corresponding $ 40.0 million liability recorded within "Litigation reserves".

The court approved the settlement agreement in January 2025.

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District Court for the Northern District of Texas.

On March 2, 2020,

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

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.

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

A consolidated complaint was filed on July 2, 2020.

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

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 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.

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

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

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

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

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

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

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

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.

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

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.

Earnings Per Share

For purposes of calculating the basic and diluted earnings per share of common stock and per limited partner unit, as applicable, net (loss) income attributable to Six Flags Entertainment Corporation for the year ended December 31, 2024 was adjusted for the deemed dividend recorded as a result of the Combined Company exercising its End-of-Term Option for SFOG (see Note 7 ).

Net (loss) income attributable to Six Flags Entertainment Corporation for the years ended December 31, 2023 and December 31, 2022 have not been adjusted from the reported amounts.

For purposes of calculating the basic and diluted earnings per share of common stock and per limited partner unit, as applicable, net (loss) income attributable to Six Flags Entertainment Corporation was not adjusted from the reported amounts for the years ended December 31, 2025 and December 31, 2023, and was adjusted for the deemed dividend recorded as a result of the Company exercising its End-of-Term Option for SFOG for the year ended December 31, 2024 (see Note 7 to the accompanying consolidated financial statements).

The share amounts used in calculating the basic and diluted earnings per share of common stock and per limited partner unit, as applicable, for the years ended December 31, 2025, 2024 and 2023 are as follows:

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Years Ended December 31,

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Effect of dilutive stock / units:

Deferred stock / units ( Note 9 )

Performance stock units / units ( Note 9 )

Restricted stock / units ( Note 9 )

Options ( Note 9 )

Deferred stock / units — — 53

Performance stock units / units — — 56

Restricted stock / units — — 461

Diluted weighted average shares of common stock / LP units outstanding 100,662 75,256 51,508

Net (loss) income per share of common stock / LP units - basic $ ( 3.22 ) $ 2.45 $ 5.51

Net (loss) income per share of common stock / LP units - diluted $ ( 3.22 ) $ 2.42 $ 5.45

Basic $ ( 15.89 ) $ ( 3.22 ) $ 2.45

Diluted $ ( 15.89 ) $ ( 3.22 ) $ 2.42

There were approximately 2.4 million antidilutive shares excluded from the computation of diluted loss per share of common stock for the year ended December 31, 2025.

The 3.3 million antidilutive shares included 2.0 million of outstanding restricted stock and restricted stock units, 0.8 million of outstanding performance stock units and 0.5 million of outstanding stock options.

The 0.8 million of outstanding performance stock units included all performance stock units outstanding as of December 31, 2024 at target, or 100 %.

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

See Note 9 for additional information.

Performance units were included in the calculation of diluted earnings per limited partner unit to the extent that the performance conditions would have been met at the end of the reporting period if the end of the reporting period were the end of the performance period.

The performance units included in the calculation of diluted earnings per limited partner unit as of December 31, 2023 included a portion of the 2021-2025 performance-based units awarded in 2021.

The 2022-2024 and 2023-2025 performance-based units awarded in 2022 and 2023, respectively, and the transaction-based units awarded in connection with the proposed merger in 2023 were excluded from the calculation of diluted earnings per limited partner unit as the related performance conditions had not been met as of December 31, 2023.

The performance units included in the calculation of diluted earnings per limited partner unit as of December 31, 2022 were limited to performance-based other units awarded in 2020 to incentivize executive performance in light of the effects of the COVID-19 pandemic, and which were payable in the first quarter of 2022.

All outstanding performance units as of December 31, 2022 were excluded from the calculation of diluted earnings per limited partner unit as the performance conditions had not been met as of December 31, 2022.

The antidilutive shares included 0.9 million of outstanding restricted stock and restricted stock units, 1.0 million of outstanding performance stock units and 0.4 million of outstanding stock options.

The outstanding performance stock units included all performance stock units outstanding as of December 31, 2025 at target, or 100 %.

Of the outstanding performance stock units, the maximum payout for the Annual Performance Awards and Initial Post-Merger Awards (as defined in Note 9 ) is 200 %.

The maximum payout for the New Hire Award (as defined in Note 9 ) is 100 %.

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ("ASU 2023-07").

ASU 2023-07 requires the disclosure of incremental segment information on an annual and interim basis, including the disclosure of significant segment expense categories.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

The amendment was adopted by the Combined Company in the fourth quarter of 2024, and the related consolidated financial statement disclosures have been included within this Annual Report on Form 10-K.

New Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update No.

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No.

2023-09, Income Taxes (Topic 740):

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The amendments should be applied on a prospective basis, but retrospective application is permitted.

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

The amendment was adopted by the Company in the first quarter of 2025 on a prospective basis, and the related consolidated financial statement disclosures have been included within this Annual Report of Form 10-K.

New Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update No.

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

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

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

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

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

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

Early adoption is permitted.

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

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

Reclassifications

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

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

– Certain prior year supplies inventory amounts of $ 3.0 million as of December 31, 2023 have been reclassified from "Inventories" to "Other current assets" in the consolidated balance sheet to conform with the Combined Company presentation.

– Certain processing fees charged to customers totaling $ 31.0 million for the year ended December 31, 2023 and $ 33.1 million for the year ended December 31, 2022 have been reclassified from "Accommodations, extra-charge products and other" to "Admissions" in the consolidated statements of operations and comprehensive (loss) income.

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

– Certain expenses, including credit card fees, other revenue processing fees and park level technology costs, totaling $ 89.4 million for the year ended December 31, 2023 and $ 84.3 million for the year ended December 31, 2022 have been reclassified from "Selling, general and administrative" to "Operating expenses" in the consolidated statements of operations and comprehensive (loss) income.

– Interest income totaling $ 2.8 million for the year ended December 31, 2023 and $ 3.6 million for the year ended December 31, 2022 have been reclassified from "Other (income) expense, net" to "Interest expense, net" in the consolidated statements of operations and comprehensive (loss) income.

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

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

– Certain processing fees charged to customers totaling $ 31.0 million for the year ended December 31, 2023 have been reclassified from "Accommodations, extra-charge products and other" to "Admissions" in the consolidated statements of operations and comprehensive (loss) income.

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

– Certain expenses, including credit card fees, other revenue processing fees and park level technology and marketing costs, totaling $ 89.4 million for the year ended December 31, 2023 have been reclassified from "Selling, general and administrative" to "Operating expenses" in the consolidated statements of operations and comprehensive (loss) income.

– Interest income totaling $ 2.8 million for the year ended December 31, 2023 have been reclassified from "Other (income) expense, net" to "Interest expense, net" in the consolidated statements of operations and comprehensive (loss) income.

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

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

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

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

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

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

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

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

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

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

(In thousands) Consideration

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Total merger consideration, net of cash acquired $ 3,247,326

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

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

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

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

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

(In thousands) Preliminary Allocation Measurement Period Adjustments Adjusted

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

(In thousands) Preliminary Allocation Measurement Period Adjustments Adjusted Allocation

Receivables $ 84,853 $ 5,939 $ 90,792

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Fair value of net assets acquired $ 3,247,326 $ — $ 3,247,326

As of December 31, 2024, the Combined Company recorded a cumulative net measurement period adjustment that increased goodwill by $ 526.1 million.

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

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

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

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

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

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

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

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

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

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Goodwill has been allocated based on the business enterprise values of each of the Former Six Flags properties.

Goodwill was subsequently impaired during the third quarter of 2025 (see N ote 5 to the accompanying consolidated financial statements).

The fair values of assets acquired includes accounts receivable of $ 90.8 million that are not purchased financial assets with credit deterioration.

The Combined Company did not recognize an allowance with a corresponding credit loss expense for the acquired receivables during the period ended December 31, 2024.

The Combined Company did not recognize an allowance with a corresponding credit loss expense for the acquired receivables.

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

Former Six Flags contributed net revenues of $ 882.0 million and net income of $ 30.6 million to the Combined Company from the Closing Date, July 1, 2024, through December 31, 2024.

The following unaudited pro forma financial information presents combined results of operations for each of the periods presented, as if the Mergers had occurred as of January 1, 2023, prepared in accordance with ASC 805.

Former Six Flags contributed net revenues of $ 1.3 billion and $ 882.0 million, and net loss of $ 1.5 billion and net income of $ 30.6 million to the Combined Company for the year ended December 31, 2025 and the six months ended December 31, 2024.

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

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

The unaudited pro forma information includes adjustments primarily related to stock-based compensation expense, interest expense for transaction financing, amortization of deferred assets and liabilities, and depreciation of property, plant and equipment acquired, along with the consequential tax effects, and accounting policy alignments.

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

Pro Forma (Unaudited)

Twelve Months Ended

(In thousands) December 31, 2024 December 31, 2023

Net revenues $ 3,284,971 $ 3,232,378

Net loss $ ( 344,416 ) $ ( 76,579 )

During the year ended December 31, 2024, $ 71.2 million of merger transaction related costs were incurred.

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

On an unaudited pro forma basis, combined net revenues totaled $ 3.28 billion and combined net loss totaled $ 287.8 million for the year ended December 31, 2024.

During the year ended December 31, 2024, $ 71.2 million of merger transaction related costs were incurred.

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Special Dividend

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

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

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

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Season-long products, including memberships, represent most of the deferred revenue balance in any given period.

Of the $ 183.7 million of current deferred revenue recorded as of January 1, 2024, all of the deferred revenue was recognized by December 31, 2024, except for an immaterial amount of deferred revenue for prepaid products such as gift cards and prepaid games cards.

As of December 31, 2024 and December 31, 2023, $ 5.9 million and $ 7.9 million of non-current deferred revenue

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was recorded, respectively, which primarily represented prepaid lease payments for a portion of the California's Great America parking lot.

Of the $ 302.3 million of current deferred revenue recorded as of January 1, 2025, substantially all of the deferred revenue was recognized by December 31, 2025.

As of December 31, 2025 and December 31, 2024, $ 17.7 million and $ 5.9 million of non-current deferred revenue was recorded, respectively, which represented prepaid lease payments for a portion of the California's Great America parking lot, sponsorship deferred revenue and $ 12.0 million of COVID-19 related benefits as of December 31, 2025.

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

The sponsorship deferred revenue is being recognized through 2029, and the COVID-19 related benefits are being recognized through 2032.

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

The receivable balance includes outstanding amounts on installment purchase plans which are offered for season-long products, including memberships, and includes sales to retailers, group sales and catering activities which are billed.

The receivable balance includes outstanding amounts on installment purchase plans which are offered for season-long products, including memberships, and includes sales to retailers,

group sales and catering activities which are billed.

Installment purchase plans vary in length from three monthly installments to 12 monthly installments.

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Receivables in a typical operating year are highest in the peak summer months and lowest in the winter months.

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

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

As of December 31, 2025 and December 31, 2024, a $ 12.0 million and $ 9.3 million allowance for doubtful accounts was recorded, respectively, representing estimated defaults on installment purchase plans.

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Property and equipment, net $ 4,294,759 $ 4,296,955

Property and equipment, net as of December 31, 2024 included $ 2.7 billion of Former Six Flags assets acquired on July 1, 2024 (see Note 2 ).

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

During the third quarter of 2024, management tested the Schlitterbahn Waterpark & Resort New Braunfels and the Schlitterbahn Waterpark Galveston ("Schlitterbahn") long-lived assets for impairment due to a decline in estimated future cash flows as a result of changes in planned capital allocations across the Combined Company portfolio following the Mergers.

The analysis resulted in no impairment.

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

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

On June 27, 2022, Cedar Fair sold the land at California's Great America for a cash purchase price of $ 310 million, subject to customary prorations, which resulted in a $ 155.3 million gain recorded, net of transaction costs, within "Gain on sale of land" in the consolidated statement of operations and comprehensive (loss) income during the third quarter of 2022.

Concurrently with the sale, Cedar Fair entered into a lease contract that allows the Combined Company to operate the park during a six-year term;

see Note 11 .

As a result, the estimated useful lives of the remaining property and equipment at California's Great America were updated to an approximate 5.5 -year period, or through December 31, 2027.

This will result in an approximate $ 8 million increase in annual depreciation expense over the 5.5 -year period.

On May 1, 2025, the Company announced that it would close its amusement and water park located in Bowie, Maryland following the end of the 2025 operating season.

The property on which the amusement and water park is located, which is approximately 500 acres, is being marketed for redevelopment as part of the Company's ongoing portfolio optimization efforts.

As a result, the estimated useful lives of the remaining property and equipment at this property were updated to depreciate through October 2025, or the end of the 2025 operating season resulting in an approximate $ 19 million increase in depreciation expense in 2025.

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

(5) Goodwill and Other Intangible Assets:

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

During the third quarter of 2024, management tested the Schlitterbahn trade name and Schlitterbahn reporting unit's fair value due to a decline in estimated future cash flows as a result of changes in planned capital allocations across the Combined Company portfolio following the Mergers.

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

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

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

The trade name was deemed not to be impaired.

Management concluded no other indicators of impairment existed during 2024 based on updated financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions.

Management performed its annual impairment test as of the first days of the fourth quarter in 2024 and 2023, respectively, and concluded there was no impairment of the carrying value of goodwill or other indefinite-lived intangible assets in either period.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

carrying value resulting in a $ 42.5 million impairment recorded during the third quarter of 2024.

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

Subsequent to the impairment adjustments described above, management performed its annual impairment test as of the first day of the fourth quarter in 2025, and concluded there was no further impairment of the carrying value of goodwill or other indefinite-lived intangible assets.

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

Actual results could materially differ from these estimates.

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

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

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

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

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

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

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

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

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.

Changes in the carrying value of goodwill for the years ended December 31, 2025 and December 31, 2024 were:

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

Mergers 3,079,169 — 3,079,169

Impairment — ( 42,462 ) ( 42,462 )

Foreign currency translation ( 4,809 ) — ( 4,809 )

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

Mergers ( Note 2 )

3,079,169 — 3,079,169

Mergers 64,711 — 64,711

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

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December 31, 2025

Other intangible assets:

Trade names (1) 5.5 years $ 722,702 $ ( 444 ) $ 722,258

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December 31, 2024

Other intangible assets:

Trade names (1) 5.5 years $ 897,864 $ ( 317 ) $ 897,547

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

(1) Trade names as of December 31, 2024 included $ 850 million for the Six Flags trade name acquired on July 1, 2024 (see

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

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

The gross carrying amount of the California's Great America trade name totals $ 0.7 million.

The gross carrying amount of the California's Great America trade name totals $ 0.7 million and is being amortized through 2027, or through the sale-leaseback period for the land under California's Great America.

Other trade names are indefinite-lived.

Amortization expense of finite-lived other intangible assets for 2025, 2024 and 2023 was immaterial and is expected to be immaterial going forward.

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(6) Long-Term Debt:

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

Revolving credit facility averaging 7.4 % in 2024

Revolving credit facility averaging 6.4 % in 2025 and 7.4 % in 2024

$ 272,000 $ 315,000

Term loan averaging 7.1 % in 2024

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

1,481,221 995,000

Former Cedar Fair notes

2025 senior secured notes at 5.500 %

2027 senior unsecured notes at 5.375 %

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500,000 500,000

Former Six Flags notes (See Note 2 )

Former Six Flags notes

2025 senior secured notes at 7.000 %

2027 senior unsecured notes at 5.500 %

500,000 500,000

2031 senior unsecured notes at 7.250 %

800,000 800,000

2032 senior secured notes at 6.625 %

850,000 850,000

5,203,221 4,960,000

Less current portion ( 15,038 ) ( 210,000 )

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Plus acquisition fair value layers 21,225 22,634

$ 4,723,072 $ 2,275,451

Long-term debt $ 5,166,072 $ 4,723,072

Term Debt and Revolving Credit Facilities

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

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

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

Upon consummation of the Mergers, the 2024 Credit Agreement was assumed by the Combined Company, subsidiaries of Former Six Flags became borrowers and/or guarantors under the 2024 Credit Agreement, and the 2024 Credit Agreement was amended (the "First Amendment").

Upon consummation of the Mergers, the 2024 Credit Agreement was assumed by the Company, subsidiaries of Former Six Flags became borrowers and/or guarantors under the 2024 Credit Agreement, and the 2024 Credit Agreement was amended (the "First Amendment").

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

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

matures on May 1, 2031;

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

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

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

There was $ 315 million of outstanding borrowings under the revolving credit facility as of December 31, 2024.

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

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

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

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

matures on May 1, 2031;

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

There was $ 272 million of gross outstanding borrowings under the revolving credit facility as of December 31, 2025.

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

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

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

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

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

Under the 2017 Credit Agreement, the senior secured revolving credit facility would have matured on February 10, 2028, provided that the maturity date would have been (x) January 30, 2025 if at least $ 200 million of the 2025 senior notes

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remained outstanding as of that date, or (y) January 14, 2027 if at least $ 200 million of the 2027 senior notes remained outstanding as of that date.

During 2022, Former Cedar Fair fully repaid the term loan facility under the 2017 Credit Agreement.

As a result, we recognized a $ 1.8 million loss on early debt extinguishment during the third quarter of 2022, inclusive of the write-off of debt issuance costs and original issue discount.

Former Cedar Fair Notes

In April 2017, Former Cedar Fair issued $ 500 million of 5.375 % senior unsecured notes due 2027 ("2027 senior notes").

Interest is payable under the 2027 senior notes semi-annually in April and October, with the principal due in full on April 15, 2027.

The 2027 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

Interest was payable under the 2027 senior notes semi-annually in April and October, with the principal due in full on April 15, 2027.

The 2027 senior 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).

The redemption price was $ 500 million in aggregate principal amount, plus accrued interest to the redemption date.

In June 2019, Former Cedar Fair issued $ 500 million of 5.250 % senior unsecured notes due 2029 ("2029 senior notes").

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

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

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

The redemption price was $ 1.0 billion in aggregate principal amount, plus accrued interest to the redemption date.

As a result of the May 2024 refinancing, an $ 8.0 million loss on early debt extinguishment was recognized, inclusive of the write-off of debt issuance costs and the portion of a consent payment attributable to the 2025 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 2027 senior notes, 2028 senior notes and 2029 senior notes (collectively, the "Cedar Fair Notes").

As a result of the May 2024 refinancing, an $ 8.0 million loss on early debt extinguishment was recognized during 2024, inclusive of the write-off of debt issuance costs and the portion of a consent payment attributable to the 2025 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 2027 senior notes, 2028 senior notes and 2029 senior notes (collectively, the "Cedar Fair Notes").

In addition, under the supplemental indentures for the Cedar Fair Notes, each of the Former Six Flags subsidiary guarantors under the 2024 Credit Agreement, as amended, agreed to fully and unconditionally guarantee the Cedar Fair Notes.

Former Six Flags Notes

Substantially concurrently with the closing and in connection with the Mergers, the Combined Company entered into supplemental indentures to assume all of Former Six Flags’ obligations under its outstanding notes, including:

Substantially concurrently with the closing and in connection with the Mergers, the Company entered into supplemental indentures to assume all of Former Six Flags’ obligations under its outstanding notes, including:

– $ 56.9 million of 4.875 % senior unsecured notes due July 2024 ("2024 Six Notes").

The Combined Company paid the remaining outstanding balance of the 2024 Six Notes on July 31, 2024.

The Company paid the remaining outstanding balance of the 2024 Six Notes on July 31, 2024.

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

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

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

$ 165 million of the outstanding balance of the 2025 Six Notes was paid on July 1, 2024, and the remaining balance of the 2025 Six Notes was paid on June 27, 2025 with the proceeds of the additional $ 500.0 million of senior secured term loan borrowings as a result of the Second Amendment.

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

Interest is payable under the 2027 Six Notes semi-annually in April and October, with the principal due in full on April 15, 2027.

Interest was payable under the 2027 Six Notes semi-annually in April and October, with the principal due in full on April 15, 2027.

The 2027 Six Notes were redeemed in full on February 5, 2026 with the proceeds of the 2032 senior notes.

The redemption price was $ 500.0 million in aggregate principal amount, plus accrued interest to the redemption date.

– $ 800.0 million of 7.250 % senior unsecured notes due 2031 ("2031 Six Notes").

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In connection with the execution of the supplemental indentures to the 2025 Six Notes and the 2032 Six Notes, each of the Cedar Fair subsidiary guarantors under the 2024 Credit Agreement (the "Cedar Fair Subsidiary Guarantors") also entered into certain security agreements, pursuant to which the Cedar Fair Subsidiary Guarantors granted a first priority security interest in substantially all of their assets (subject to certain exceptions) to secure the 2025 Six Notes and the 2032 Six Notes.

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As market conditions warrant, the Combined Company may from time to time repurchase outstanding debt securities in privately negotiated or open market transactions, by tender offer, exchange offer or otherwise.

As market conditions warrant, the Company may from time to time repurchase outstanding debt securities in privately negotiated or open market transactions, by tender offer, exchange offer or otherwise.

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 5.25 x 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 4.5 x 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 3.00 x, 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 5.25 x, 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 5.25 x, the Combined Company can still make restricted payments of $ 100 million annually so long as no default or event of default has occurred and is continuing.

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

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

The maximum Net First Lien Leverage Ratio is 5.0 x 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 4.5 x 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 3.00 x, 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 5.25 x, 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 5.50 x, 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 5.50 x 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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(7) Non-Controlling Interests:

Substantially concurrently with the closing and in connection with the Mergers, the Combined Company assumed certain obligations regarding the Partnership Parks.

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

Substantially concurrently with the closing and in connection with the Mergers, the Company assumed certain obligations regarding the Partnership Parks.

Obligations related to the Partnership Parks continue until 2027.

Such obligations include:

(i) Minimum annual distributions of approximately $ 93.5 million in 2026 (subject to cost of living adjustments) to the limited partners of the partnership entities (the "Georgia Partnership" with respect to SFOG and the "Texas Partnership" with respect to SFOT) that own the Partnership Parks.

Based on the Combined Company's ownership of units as of December 31, 2024, the Combined Company's share of the distribution will be approximately $ 40.7 million.

When combined with the minimum annual distributions incurred by Former Six Flags prior to the Mergers, the total minimum annual distributions for 2024 totaled $ 88.5 million .

Based on the Company's ownership of units as of December 31, 2025, the Company's share of the distribution will be approximately $ 42.6 million.

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

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

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

As the Combined Company purchases additional units, it is entitled to a proportionate increase in its share of the minimum annual distributions.

As part of the 2024 annual offering, Former Six Flags purchased 0.269 limited partnership units of the Georgia Partnership for $ 1.1 million and 0.005 units of the Texas Partnership for a nominal amount.

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

As the Company purchases additional units, it is entitled to a proportionate increase in its share of the minimum annual distributions.

As part of the 2025 annual offering, the Company purchased 0.250 limited partnership units of the Georgia Partnership for $ 1.0 million and 3.085 units of the Texas Partnership for $ 6.8 million.

The agreed price for units tendered in the Partnership Park Put is based on a valuation of each of the respective Partnership Parks (the "Specified Price") that is the greater of (a) a valuation for each of the respective Partnership Parks derived by multiplying such park’s weighted average four-year EBITDA (as defined in the agreements that govern the partnerships) by a specified multiple ( 8.0 in the case of SFOG and 8.5 in the case of SFOT) and (b) a valuation derived from the highest prices previously offered for the units of the Partnership Parks by certain entities.

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

Pursuant to the minimum price floor, the implied valuation of the Partnership Parks using the Specified Price, if determined as of December 31, 2024, is $ 409.7 million in the case of SFOG and $ 527.4 million in the case of SFOT.

As of December 31, 2024, the Combined Company owned approximately 31.8 % and 54.1 % of the Georgia limited partner interests and Texas limited partner interests, respectively.

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

In January 2027 with respect to the Georgia Partnership and in January 2028 with respect to the Texas Partnership, the Combined Company will have the option (each an "End-of-Term Option") to require the redemption of all the limited partnership units that the Combined Company does not then own in the Partnerships.

On December 17, 2024, the Combined Company provided notice to the Georgia Partnership of its exercise of the End-of-Term Option relating to Six Flags Over Georgia and Six Flags White Water Atlanta.

In addition to the outstanding limited partnership interests, the Combined Company will acquire certain related entity general partnership and managing member interests.

To exercise the End-of-Term Option for the Texas Partnership, the Combined Company must give the Texas Partnership notice of its exercise no later than December 31, 2025.

If the End-of-Term Option is not exercised, the parties may decide to renew and extend the arrangements relating to the Texas Partnership.

Alternatively, if the End-of-Term Option is not exercised, the Texas Partnership entities may be sold and the proceeds applied to redeem the outstanding interests in the Texas Partnership.

If the End-of-Term Option is exercised, the price offered, and required to be accepted by the holders' of the limited units that the Combined Company does not then own, is based on the agreed upon value of the Texas Partnership included in the original agreements, multiplied by the change in the Consumer Price Index ("CPI") between the beginning and end of the agreement.

The decision to exercise, or not exercise, the End-of-Term Option for SFOT will ultimately be made based on numerous factors, including prevailing macro-economic and industry conditions and the cost and availability of financing to fund the purchase.

Pursuant to the minimum price floor, the implied valuation of the Partnership Parks using the Specified Price, if determined as of December 31, 2025, is $ 409.7 million in the case of SFOG and

$ 527.4 million in the case of SFOT.

As of December 31, 2025, the Company owned approximately 32.1 % and 55.4 % of the Georgia limited partner interests and Texas limited partner interests, respectively.

(iv) Either (a) purchasing all of the outstanding limited partnership interests in the Partnership Parks through the exercise of a call option that the Company does not then own (the "End-of-Term Option") upon the earlier of the occurrence of specified events and the end of the term of the partnership that hold the Partnership Parks in 2027 in the case of SFOG and 2028 in the case of SFOT, or (b) causing each of the partnerships that hold the Partnership Parks to have no indebtedness and to meet certain other financial tests as of the end of the term of such partnership.

The agreements for the Georgia Partnership and Texas Partnership began in 1997 and 1998, respectively.

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

As of December 31, 2024, the agreed-upon value, as adjusted for CPI, would be $ 504.5 million and $ 742.6 million for SFOG and SFOT, respectively.

The agreed-upon values, if determined as of December 31, 2024, multiplied by the 68.2 % and 45.9 % of units held by the limited partner for SFOG and SFOT respectively, represent $ 347.2 million and $ 344.7 million that would be required to be paid to the limited partner of SFOG and SFOT, respectively at the End-of-Option Term.

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

Cash flows from operations at the Partnership Parks are used to satisfy the above requirements before any funds are required from the Combined Company.

After the payment of the minimum distribution, the Combined Company is entitled to a management fee equal to 3 % of prior year gross revenues and, thereafter, any additional cash is distributed first to any management fee in arrears and then towards the repayment of any interest and principal on intercompany loans.

Any additional cash, to the extent available, is distributed 95 % to the Combined Company in the case of SFOG and 92.5 % to the Combined Company in the case of SFOT.

The Partnership Parks lost approxi mately $ 8.8 million of cash in 2024, after deduction of capital expenditures and excluding the impact of short-term intercompany advances from or payments to Former Six Flags and the Combined Company primarily due to increased capital spending at both SFOT and SFOG.

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

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

On December 17, 2024, the Company provided notice to the Georgia Partnership of its exercise of the End-of-Term Option relating to SFOG.

In addition to the outstanding limited partnership interests, the Company will acquire certain related entity general partnership and managing member interests in January 2027.

As of December 31, 2025, the agreed-upon value, as adjusted for CPI, would be $ 518.1 million for SFOG.

The agreed-upon value, if determined as of December 31, 2025, multiplied by the 67.9 % of units held by the limited partner for SFOG represent $ 355.2 million that would be required to be paid to the limited partner of SFOG at the End-of-Term Option.

The actual agreed upon value of the End-of-Term Option will be further adjusted by CPI until the end of each respective agreement and reduced by any units put to the Company through the annual Partnership Park Put in 2026.

On January 5, 2026, the Company announced that it would not exercise the End-of-Term Option related to SFOT.

Following the expiration of the Company's option, the Texas Partnership entities may be sold with the proceeds applied to redeem the outstanding interests.

Alternatively, the remaining units could be put by the unitholders to the Company or the agreement may be extended or amended with new terms.

The Company will continue to operate and manage SFOT pursuant to the existing partnership agreement, and it will continue to make capital investments and minimum distribution payments as required.

Cash flows from operations at the Partnership Parks are used to satisfy the above requirements before any funds are required from the Company.

After the payment of the minimum distribution, the Company is entitled to a management fee equal to 3 % of prior year gross revenues and, thereafter, any additional cash is distributed first to any management fee in arrears and then towards the repayment of any interest and principal on intercompany loans.

Any additional cash, to the extent available, is distributed 95 % to the Company in the case of SFOG and 92.5 % to the Company in the case of SFOT.

The Partnership Parks spent approxi mately $ 54.1 million of cash in 2025, after deduction of capital expenditures and excluding the impact of short-term intercompany advances from or payments to the Company primarily due to increased capital spending at both SFOG and SFOT.

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

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

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

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

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As of December 31, 2024, redeemable non-controlling interests, representing the non-affiliated parties' equity interest, of the Texas Partnership was $ 241.8 million.

Changes in the carrying value of redeemable non-controlling interests for the Texas Partnership for the year ended December 31, 2024 were:

(In thousands) SFOT

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

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

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

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

The difference between the net present value of the call option price and the redemption value was recorded as a deemed dividend to retained earnings within the consolidated statements of equity for the year ended December 31, 2024.

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

For the year ended December 31, 2025, $ 34.8 million of accretion was recorded as interest expense within the consolidated statements of operations and comprehensive (loss) income

The Company will continue to have the obligation to purchase, at the Specified Price, any units of SFOG that unitholders elect to put as part of the annual Park Partnership Put in 2026.

If all put options of the Georgia Partnership were exercised, the redemption value would be $ 278.3 million as of December 31, 2025.

Changes in the put option redemption value of the Georgia Partnership for the years ended December 31, 2025 and December 31, 2024 were:

(In thousands) SFOG

Balance as of December 31, 2023 $ —

Mergers ( Note 2 )

Mergers 291,628

Distributions earned by non-controlling interests 12,258

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Balance as of December 31, 2024 279,371

The redemption value of the non-controlling partnership units of the Texas Partnership as of December 31, 2024 was approximately $ 241.8 million.

Following the notification of the Combined Company's intent to exercise the End-of-Term Option of the Georgia Partnership, the redeemable non-controlling interests related to the Georgia Partnership were classified as a non-current liability within "NCI Call Option Liability" on the consolidated balance sheet.

The liability was recorded at the net present value of the call option price.

The difference between the net present value of the call option price and the redemption value was recorded as a deemed dividend to retained earnings within the consolidated statement of equity.

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

The Combined Company will continue to have the obligation to purchase, at the Specified Price, any units of SFOG that unitholders elect to put as part of the annual offering during the 2025 and 2026 offering windows.

If all put options of the Georgia Partnership were exercised, the redemption value would be $ 279.4 million as of December 31, 2024.

Changes in the carrying value of the Georgia Partnership for the year ended December 31, 2024 were:

Purchase of redeemable units ( 1,024 )

Distributions earned by non-controlling interests 25,132

Distributions paid to non-controlling interests ( 25,132 )

Balance as of December 31, 2025 $ 278,347

Changes in the call option liability of the Georgia Partnership for the years ended December 31, 2025 and December 31, 2024 were:

(In thousands) SFOG

Balance as of December 31, 2023 $ —

Mergers ( Note 2 )

Mergers 291,628

Distributions earned by non-controlling interests 12,258

Distributions paid to non-controlling interests ( 24,515 )

Put option redemption value 279,371

Call option premium over put option redemption value 67,797

Total future liability 347,168

Net present value discount ( 56,778 )

Balance as of December 31, 2024 290,390

Purchase of redeemable units ( 1,024 )

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

Interest accretion 34,771

Balance as of December 31, 2025 $ 323,902

Changes in the put option redemption value of the Texas Partnership for the years ended December 31, 2025 and December 31, 2024 were:

(In thousands) SFOT

Balance as of December 31, 2023 $ —

Mergers 254,057

Distributions earned by non-controlling interests 12,241

Distributions paid to non-controlling interests ( 24,482 )

Balance as of December 31, 2024 241,816

Purchase of redeemable units ( 6,769 )

Distributions earned by non-controlling interests 24,500

Distributions paid to non-controlling interests ( 24,500 )

Balance as of December 31, 2025 $ 235,047

(8) Income and Partnership Taxes:

Since the completion of the Mergers, the Combined Company has been taxed as a corporation.

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

The PTP was historically not subject to US federal or state income tax as permanent income tax exemptions are available for qualifying PTPs.

In addition, income taxes are recognized for the amount of income taxes payable by Former Cedar Fair and its corporate subsidiaries for the current year and for the impact of deferred tax assets and liabilities that represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes.

As such, the "Provision for taxes" includes amounts for both the PTP tax and for federal, state, local and foreign income taxes.

The Combined Company will pay PTP tax for the first six months of 2024, when Former Cedar Fair operated as a PTP.

The following table summarizes the domestic and foreign components of the Combined Company's income taxes for the years ended December 31, 2024, 2023 and 2022 were as follows:

Since the completion of the Mergers, the Company has been subject to U.S.

federal income taxes in addition to state and local income taxes as a corporation, as well as foreign income taxes on its foreign subsidiaries.

federal, state and local income taxes on income from its corporate subsidiaries and foreign income taxes on its foreign subsidiary.

As such, the total provision (benefit) for taxes prior to the completion of the Mergers included amounts for the PTP tax, as well as federal, state, local and foreign income taxes.

The Partnership (Cedar Fair, L.P.) ceased to exist in connection with the Mergers.

The following table summarizes the domestic and foreign components of the Company's income taxes for the years ended December 31, 2025, 2024 and 2023 were as follows:

(In thousands) 2025 2024 2023

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Foreign ( 47,684 ) 8,637 57,724

Total income before taxes $ 34,178 $ 172,602 $ 371,657

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Total (loss) income before taxes $ ( 1,713,446 ) $ 34,178 $ 172,602

The provision for income taxes was comprised of the following for the years ended December 31, 2025, 2024 and 2023:

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Total deferred ( 152,682 ) 180,925 ( 6,757 )

Total provision for income taxes $ 240,843 $ 48,043 $ 63,989

Total (benefit) provision for income taxes $ ( 163,980 ) $ 240,843 $ 48,043

The provision for income taxes for the corporate subsidiaries differed from the amount computed by applying the U.S.

federal statutory income tax rate of 21% to income before taxes.

federal statutory income tax rate of 21% to income before taxes for the year ended December 31, 2025 in accordance with the guidance after the adoption of ASU 2023-09.

The sources and tax effects of the differences were as follows:

(in thousands) 2025

Pre-tax income $ ( 1,713,446 )

US Federal statutory rate $ ( 359,824 ) 21.00 %

State and local income taxes, net of Federal income tax effects (1) ( 33,553 ) 1.96 %

Foreign tax effects

Impairment of goodwill 18,758 ( 1.09 ) %

Other 2,534 ( 0.15 ) %

Other foreign jurisdictions ( 763 ) 0.04 %

Effect of cross-border tax laws

International income inclusions (net of FTCs) ( 823 ) 0.05 %

General business credit ( 4,478 ) 0.26 %

Changes in valuation allowances 15,881 ( 0.93 ) %

Nontaxable of nondeductible items

Impairment of goodwill 252,494 ( 14.74 ) %

Effect of non-controlling interest income distribution ( 10,423 ) 0.61 %

Interest accretion on NCI call option liability 7,302 ( 0.43 ) %

Non-deductible employee compensation 11,637 ( 0.68 ) %

Other 4,668 ( 0.27 ) %

Merger-related windup of the Former Cedar Fair partnership (2) ( 58,456 ) 3.41 %

Other ( 8,934 ) 0.53 %

Effective tax rate $ ( 163,980 ) 9.57 %

(1) During the year ended December 31, 2025, state taxes in California, New Jersey, and Virginia comprised greater than 50% of the tax effect in this category.

(2) Merger-related windup of the Former Cedar Fair partnership includes return to provision deferred tax adjustments over final merger related step ups in tax basis.

The provision for income taxes for the corporate subsidiaries differed from the amount computed by applying the U.S.

federal statutory income tax rate of 21% to income before taxes for the years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU 2023-09.

The sources and tax effects of the differences were as follows:

(In thousands) 2024 2023

Income tax provision based on the U.S.

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Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

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Significant components of deferred tax assets and liabilities as of December 31, 2025 and December 31, 2024 were as follows:

(In thousands) 2025 2024

Deferred tax assets:

Compensation $ 16,356 $ 20,630

8 unchanged sentences

Net deferred tax assets 290,150 255,870

Deferred tax liabilities:

Property and equipment ( 508,787 ) ( 526,711 )

Intangibles ( 155,017 ) ( 222,959 )

Partnership park outside basis difference ( 67,521 ) —

Right-of-use assets ( 46,318 ) ( 48,783 )

1 unchanged sentence

Net deferred tax liabilities $ ( 487,493 ) $ ( 542,583 )

As of December 31, 2024, the Combined Company had state net operating loss carryforwards of $ 72.8 million, which begin to expire in 2025 while others are indefinite lived.

In addition, as of December 31, 2024, the Combined Company had foreign tax credit carryforwards of $ 40.0 million, which expire in years 2025 through 2034.

As of December 31, 2024, the Combined Company had foreign net operating losses of $ 7.0 million which expire in years 2034 through 2043.

As of December 31, 2024, the Combined Company had interest expense limitation carryforwards of $ 73.0 million which do not expire.

The Combined Company records a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion, or all, of a deferred tax asset will not be realized.

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

As of December 31, 2024, the Combined Company recorded a $ 128.2 million valuation allowance consisting of $ 37.4 million related to foreign tax credits ("FTCs"), $ 65.4 million of state net operating loss carryforwards and other state deferred tax assets, $ 25.4 million related to Canadian capital loss carryforwards and other Canadian deferred tax assets.

As of December 31, 2025, the Company had federal net operating losses of $ 57.2 million, which are indefinite lived.

As of December 31, 2025, the Company had state net operating loss carryforwards of $ 71.1 million, which begin to expire in 2026 while others are indefinite lived.

In addition, as of December 31, 2025, the Company had foreign tax credit carryforwards of $ 53.2 million, which expire in years 2026 through 2034.

As of December 31, 2025, the Company had foreign net operating losses of $ 5.3 million which expire in years 2034 through 2043.

As of December 31, 2025, the Company had interest expense limitation carryforwards of $ 108.9 million which do not expire.

The Company records a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion, or all, of a deferred tax asset will not be realized.

The need for this allowance is based on several factors including the

carryforward periods for net operating losses and tax credits, prior experience of tax credit limitations, and management's long-term estimates of domestic and foreign source income.

As of December 31, 2025, the Company had a $ 130.2 million valuation allowance consisting of $ 53.2 million related to foreign tax credits ("FTCs"), $ 54.6 million of state net operating loss carryforwards and other state deferred tax assets, $ 22.4 million related to Canadian capital loss carryforwards and other Canadian deferred tax assets.

The following table presents the changes to the valuation allowance for the periods presented.

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Ending valuation allowance $ ( 130,187 ) $ ( 128,192 ) $ ( 32,143 )

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

As of December 31, 2024 , the Combined Company recorded unrecognized tax benefits of $ 25.6 million, all of which would impact the effective tax rate if recognized and were included within "Other liabilities" in the consolidated balance sheet.

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

As of December 31, 2025 , the Company recorded unrecognized tax benefits of $ 25.6 million, all of which would impact the effective tax rate if recognized and were included within "Other liabilities" in the consolidated balance sheet.

The following table presents the changes to unrecognized tax benefits for the periods presented.

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Ending unrecognized tax benefits $ 25,557 $ 25,557 $ —

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

During the years ended December 31, 2024 and December 31, 2023, the expense recognized for interest and penalties was not material.

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

During the years ended December 31, 2025, December 31, 2024 and December 31, 2023, the expense recognized for interest and penalties was not material.

Total cash paid for taxes (net of refunds) was composed of the following for the year ended December 31, 2025 in accordance with the guidance following the adoption of ASU 2023-09:

(in thousands) 2025

Federal $ 15,457

Virginia 3,055

Other (1) 3,254

Cash paid for income taxes, net of refunds received $ 34,878

(1) Represents individual jurisdictions with cash taxes less than 5% of total cash taxes paid

Total cash paid for income taxes, net of refunds, during the years ended December 31, 2024 and 2023 was $ 65.1 million and $ 45.0 million , respectively.

The Inflation Reduction Act was signed into law on August 16, 2022 and created a new 15% corporate alternative minimum tax ("CAMT") based on adjusted financial statement income.

The effective date of the provision was January 1, 2023.

The Combined Company will not be subject to the CAMT as its reported earnings for each of the past three years did not exceed $1 billion.

The Company will not be subject to the CAMT as its reported earnings for each of the past three years did not exceed $1 billion.

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

The Canadian legislation is effective for fiscal years beginning January 1, 2024, and thereafter.

The Combined Company has performed an assessment of the potential exposure to Pillar Two income taxes.

The Company has performed an assessment of the potential exposure to Pillar Two income taxes.

This assessment is based on the most recent information available regarding the financial performance of the constituent entities.

Based on the assessment performed, the Pillar Two effective tax rates in all jurisdictions in which the Combined Company operates is above the 15% minimum tax rate.

The Combined Company continues to evaluate the legislation and does not expect an exposure to Pillar Two taxes for 2024.

The Combined Company is subject to taxation in the U.S., Canada, Mexico and various state and local jurisdictions.

Based on the assessment performed, the Company is not subject to Pillar Two taxes for 2025.

The Company is subject to taxation in the U.S., Canada, Mexico and various state and local jurisdictions.

Its tax returns are subject to examination by state and federal tax authorities.

With few exceptions, the Combined Company is no longer subject to examination by the major taxing authorities for tax years before 2020.

The Combined Company has designated the undistributed earnings of its foreign operations as indefinitely reinvested and, as a result, the Company does not provide for deferred income taxes on unremitted earnings of these subsidiaries.

With few exceptions, the Company is no longer subject to examination by the major taxing authorities for tax years before 2021.

The Company has designated the undistributed earnings of its foreign operations as indefinitely reinvested and, as a result, the Company does not provide for deferred income taxes on unremitted earnings of these subsidiaries.

As of December 31, 2025, the determination of the amount of such unrecognized deferred tax liability is not practicable.

On July 4, 2025, the U.S.

government enacted H.R.

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

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

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

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

The Company did not have any material change to its effective tax rate as a result of the OBBBA.

(9) Partners' and Shareholders' Equity and Equity-Based Compensation:

Six Flags Entertainment Corporation is listed for trading on The New York Stock Exchange under the symbol "FUN".

Six Flags Entertainment Corporation common stock has a par value of $ 0.01 per share.

As of December 31, 2025, there were 400.0 million shares of common stock authorized and 107.1 million shares of common stock issued, including 101.7 million shares of common stock outstanding and 5.4 million shares of treasury stock.

As of December 31, 2024, there were 400.0 million shares of common stock authorized and 105.8 million shares of common stock issued, including 100.4 million shares of common stock outstanding and 5.4 million shares of treasury stock.

In accordance with the Former Cedar Fair partnership agreement, certain partners were allocated $ 5.3 million of 1987 and 1988 taxable income (without any related cash distributions) for which they received Special L.P.

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and approved by CopperSteel HoldCo, Inc.'s shareholders prior to the Mergers, and was effective as of the Closing Date.

The 2024 Omnibus Incentive Plan allows the Combined Company to award up to 8.0 million shares of Combined Company Common Stock as an element of compensation to any employee, officer, non-employee director, or consultant at the discretion of the People, Culture & Compensation Committee (the "Compensation Committee") of the Board of Directors.

The 2024 Omnibus Incentive Plan allows the Company to award up to 8.0 million shares of Company common stock as an element of compensation to any employee, officer, non-employee director, or consultant at the discretion of the People, Culture & Compensation Committee (the "Compensation Committee") of the Board of Directors.

The types of awards available under the 2024 Omnibus Incentive Plan include stock options, stock appreciation rights, restricted stock awards, restricted stock units (including performance units), other awards and dividend equivalent rights.

Outstanding awards under the Cedar Fair 2016 Omnibus Incentive Plan and the Former Six Flags Long Term Incentive Plan as converted in the Merger continue to be in effect and are governed by the terms of those plans, but no new awards may be issued under either legacy plan.

Outstanding awards under the Cedar Fair 2016 Omnibus Incentive Plan and the Former Six Flags Long Term Incentive Plan as converted in the Mergers continue to be in effect and are governed by the terms of those plans, but no new awards may be issued under either legacy plan.

Equity-based compensation expense recognized in the consolidated statements of operations and comprehensive (loss) income within "Selling, general and administrative expense" for the applicable periods was as follows.

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 ).

The results for the year ended December 31, 2023 include only Cedar Fair's results before giving effect to the Mergers.

Years Ended December 31,

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Treatment of Equity Awards as a Result of the Mergers

At the time the Cedar Fair First Merger became effective (the “Cedar Fair First Merger Effective Time”), each outstanding Cedar Fair equity award (other than each Cedar Fair deferred unit) was converted into a corresponding award relating to shares of Combined Company Common Stock, with the number of shares of Combined Company Common Stock subject to such converted award based on the Cedar Fair Exchange Ratio.

The converted Cedar Fair equity awards remain outstanding and subject to the same terms and conditions applied under the Cedar Fair 2016 Omnibus Incentive Plan and the applicable award

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agreements immediately prior to the Cedar Fair First Merger Effective Time, including vesting protections for qualifying terminations that occur within a period of 24 months following the closing of the Mergers.

Cedar Fair Performance Units were converted based on the higher of target performance and actual performance or, in the case of awards (or portion thereof) related to any performance period that would have begun after the Closing Effective Time, were converted based on target performance, and are not subject to future performance-based vesting conditions (but remain subject to service-based vesting conditions).

Any outstanding Cedar Fair Deferred Units were settled at the First Cedar Fair Merger Effective Time in either cash or shares of Combined Company Common Stock in accordance with such terms.

At the Closing Effective Time, generally and other than as provided in certain employment agreements entered into in connection with the Mergers, each Former Six Flags equity award was converted into a corresponding award relating to shares of Combined Company Common Stock, with the number of shares of Combined Company Common Stock subject to such converted award based on the Six Flags Exchange Ratio.

The converted Former Six Flags equity awards remain outstanding and subject to the same terms and conditions as applied under the Former Six Flags Long Term Incentive Plan and the applicable award agreements immediately prior to the Closing Effective Time (except that (i) performance-based awards were converted based on the higher of target and actual performance and will not be subject to future performance-based vesting conditions (but remain subject to service-based vesting conditions) and (ii) all converted awards are subject to vesting protections for qualifying terminations that occur within a period of 24 months following the Closing).

Any Former Six Flags Deferred Share Unit Awards were settled at the time of the Closing Effective Time in shares of Combined Company Common Stock based on the Six Flags Exchange Ratio.

At the time the Cedar Fair First Merger became effective (the “Cedar Fair First Merger Effective Time”), each outstanding Cedar Fair equity award (other than each Cedar Fair deferred unit) was converted into a corresponding award relating to shares of Company common stock, with the number of shares of Company common stock subject to such converted award based on the

Cedar Fair Exchange Ratio.

The converted Cedar Fair equity awards remain outstanding and subject to the same terms and conditions applied under the Cedar Fair 2016 Omnibus Incentive Plan and the applicable award agreements immediately prior to the Cedar Fair First Merger Effective Time, including vesting protections for qualifying terminations that occur within a period of 24 months following the closing of the Mergers.

Cedar Fair performance units were converted based on the higher of target performance and actual performance or, in the case of awards (or portion thereof) related to any performance period that would have begun after the Closing Date, were converted based on target performance, and are not subject to future performance-based vesting conditions (but remain subject to service-based vesting conditions).

Any outstanding Cedar Fair deferred units were settled at the Cedar Fair First Merger Effective Time in either cash or shares of Company common stock in accordance with such terms.

At the Closing Date, generally and other than as provided in certain employment agreements entered into in connection with the Mergers, each Former Six Flags equity award was converted into a corresponding award relating to shares of Company common stock, with the number of shares of Company common stock subject to such converted award based on the Six Flags Exchange Ratio.

The converted Former Six Flags equity awards remain outstanding and subject to the same terms and conditions as applied under the Former Six Flags Long Term Incentive Plan and the applicable award agreements immediately prior to the Closing Date (except that (i) performance-based awards were converted based on the higher of target and actual performance and will not be subject to future performance-based vesting conditions (but remain subject to service-based vesting conditions) and (ii) all converted awards are subject to vesting protections for qualifying terminations that occur within a period of 24 months following the Closing).

Any Former Six Flags deferred share unit awards were settled at the time of the Closing Date in shares of Company common stock based on the Six Flags Exchange Ratio.

Former Six Flags equity awards were eligible for payment of the Special Dividend;

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Deferred Stock Units

(In thousands, except per share / unit amounts) Number of

Shares / Units Weighted Average Grant Date Fair Value Per

(In thousands, except per share amounts) Number of Shares Weighted Average Grant Date Fair Value Per Share

Outstanding deferred stock units at December 31, 2024 — $ —

Granted 35 $ 38.36

Forfeited ( 3 ) $ 41.89

Settled ( 7 ) $ 41.89

Outstanding deferred stock units at December 31, 2025 25 $ 36.82

(1) Includes 1 forfeitable distribution-equivalent units.

(2) All Cedar Fair Deferred Units were settled as a result of the Mergers.

Deferred unit awards vested over a one-year period and the settlement of the units was deferred until the individual's service to the Partnership ended.

Settlement occurred upon the Closing Date of the Mergers.

The deferred units accumulated distribution-equivalents upon vesting and were paid when the restriction ended.

The effect of outstanding deferred unit awards has been included in the diluted earnings per share calculation for the year ended December 31, 2024, as a portion of the awards were expected to be settled in limited partnership units during the year.

As of December 31, 2024, there were no deferred unit or stock awards outstanding.

Performance Stock Units / Performance Units

(In thousands, except per share / unit amounts) Number of

Shares / Units Weighted Average Grant Date Fair Value Per

Unvested performance stock units / performance units at December 31, 2023 934 $ 50.00

Deferred stock units vest over a one-year period and the settlement of the awards is deferred until the individual's service to the Company ends.

Deferred stock units accumulate dividend equivalent rights, to the extent the Company makes dividends on its shares, until the restriction ends.

Upon settlement, the participant can elect payment in cash, Company common stock or a combination thereof.

The effect of outstanding deferred stock units has been excluded from the diluted earnings per share calculation for the year ended December 31, 2025, as there was a net loss during the period.

Performance Stock Units

(In thousands, except per share amounts) Number of Shares Weighted Average Grant Date Fair Value Per Share

Unvested performance stock units at December 31, 2024 752 $ 48.12

Granted 728 $ 29.13

Forfeited ( 1 ) $ 44.05

Vested ( 452 ) $ 45.55

Converted (2) ( 1,124 ) $ 48.22

Unvested performance stock units at December 31, 2025 1,027 $ 35.79

(1) Includes 11 forfeitable distribution-equivalent units.

(2) All Cedar Fair Performance Units outstanding as of the Closing Date of the Mergers were converted to Combined Company restricted stock units.

The unvested performance stock units outstanding as of December 31, 2024 includes awards approved by the Compensation Committee under the 2024 Omnibus Incentive Plan upon the Closing Date of the Mergers for certain executives and on August 20, 2024 for certain other executives.

Based on actual results, each executive will be eligible to receive between 0 % and 200 % of the target award.

The award will be eligible to vest based on the attainment of specified Adjusted EBITDA performance goals

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by the Combined Company during the applicable performance period, which ends December 31, 2026, and subject to each executives' continued employment with the Combined Company through the determination date following the performance period.

The awards are not eligible for dividends or dividend equivalent rights and will be paid in the first quarter following the performance period in Combined Company Common Stock.

The effect of outstanding performance stock unit and performance unit awards has been included in the diluted earnings per share calculation for the year ended December 31, 2024 to the extent that the performance conditions would have been met at the end of the reporting period if the end of the reporting period were the end of the performance period.

As of December 31, 2024, unamortized compensation expense related to unvested performance stock unit awards was $ 7.2 million, which is expected to be amortized over a weighted average period of 2.0 years.

The fair value of the performance stock units is based on the share price the day before the date of grant.

Management assesses the probability of the performance targets being met and may reverse prior period expense or recognize additional expense accordingly.

The unvested performance stock units outstanding as of December 31, 2025 represented annual awards for the 2025-2027 performance period (the "Annual Performance Awards"), awards approved by the Compensation Committee upon the Closing Date of the Mergers for certain executives and on August 20, 2024 for certain other executives (the "Initial Post-Merger Awards"), and a new hire award for Mr.

Reilly upon his appointment as President and Chief Executive Officer (the "New Hire Award").

Based on actual results, each executive will be eligible to receive between 0 % and 200 % of the target awards under both the Annual Performance Awards and Initial Post-Merger Awards.

The Annual Performance Awards will be eligible to vest based on cumulative pre-tax free cash flow during the performance period and will be payable in the first quarter following the performance period in Company common stock, including any dividend equivalent rights to the extent the Company makes dividends on its shares.

The Initial Post-Merger Awards will be eligible to vest based on the attainment of specified Adjusted EBITDA performance goals by the Company during the applicable performance period, which ends December 31, 2026, and subject to each executives' continued employment with the Company through the determination date following the performance period.

The Initial Post-Merger Awards are not eligible for dividends or dividend equivalent rights and will be payable in the first quarter

following the performance period in Company common stock.

The New Hire Award will be eligible to vest based on the attainment of specified stock price goals.

Up to 100 % of the target award can be earned over a three-year performance period, which ends on the third anniversary of the grant date.

There are three stock price targets, and one-third of the total potential shares would be earned upon achievement of each goal (measured using a 30 -trading day average).

Shares earned under the New Hire Award will be payable following the performance period in Company common stock.

The New Hire Award is not eligible for dividends or dividend equivalent rights.

The effect of outstanding performance stock units has been excluded from the diluted earnings per share calculation for the year ended December 31, 2025, as there was a net loss during the period.

As of December 31, 2025, unamortized compensation expense related to unvested performance stock units was $ 3.1 million representing the unamortized expense for the New Hire Award.

The performance targets for the Annual Performance Awards and Initial Post-Merger Awards are not expected to be met.

The unamortized compensation expense is expected to be amortized over a weighted average period of 2.9 years.

The fair value of the Annual Performance Awards and Initial Post-Merger Awards is based on the share price the day before the date of grant, and management assesses the probability of the performance targets being met and may reverse prior period expense or recognize additional expense accordingly.

The fair value of the New Hire Award is based on a Monte Carlo simulation.

Therefore, the likelihood of achieving the performance targets is incorporated into the fair value of the award.

Restricted Stock / Restricted Stock Units

(In thousands, except per share / unit amounts) Number of

Shares / Units Weighted Average Grant Date Fair Value Per

(In thousands, except per share amounts) Number of Shares Weighted Average Grant Date Fair Value Per Share

Unvested restricted stock / restricted stock units at December 31, 2024 2,007 $ 47.36

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Vested ( 1,721 ) $ 47.97

Converted (2) 1,124 $ 48.22

Acquired 606 $ 52.11

Unvested restricted stock / restricted stock units at December 31, 2025 894 $ 33.02

(1) The quantity vested includes 346 shares of Former Six Flags restricted stock and restricted stock units converted to Combined Company restricted stock and restricted stock units, of which the majority of this vested amount vested upon the Closing Date of the Mergers per employment agreements with certain executives.

(2) All Cedar Fair Performance Units outstanding as of the Closing Date of the Mergers were converted to Combined Company restricted stock units.

Of the restricted stock and restricted stock unit awards outstanding as of December 31, 2024, 0.4 million shares of restricted stock represented restricted unit awards granted prior to the Mergers that vest evenly over an approximate three-year period and 0.1 million shares of restricted stock represented restricted unit awards granted prior to the Mergers that vest following an approximate three-year cliff vesting period.

0.1 million shares of restricted stock units represented transaction-based awards ("Merger completion awards") to certain executive officers awarded prior to the Closing Date of the Mergers in connection with the entry into the definitive merger agreement with Former Six Flags.

In general, the Merger completion awards vested 50 % 12 months after December 4, 2023, and the remainder will vest 18 months after December 4, 2023.

Of the restricted stock and restricted stock unit awards outstanding as of December 31, 2025, 0.6 million shares represented restricted stock and restricted stock unit awards that vest evenly over an approximate three-year period.

0.2 million restricted stock units represented Cedar Fair Performance Units converted to time-based restricted stock units upon closing of the Mergers.

These restricted stock units will be paid out 0.6 million in the first quarter of 2025, 0.2 million in the first quarter of 2026 and 0.3 million in the first quarter of 2027.

0.3 million shares of restricted stock and restricted stock units represented Former Six Flags restricted awards converted to Combined Company restricted stock and restricted stock units, including converted performance-based awards, of which 0.2 million restricted stock units will vest during the first quarter of 2025 and 0.1 million of restricted stock units will vest evenly over an approximate two-year period ending in the first quarter of 2026.

Restrictions on restricted stock and restricted stock unit awards lapse upon vesting.

As of December 31, 2024, the amount of forfeitable distribution equivalents accrued on outstanding shares of restricted stock and restricted stock units totaled $ 1.7 million;

$ 1.4 million of which was classified as current and recorded within "Other accrued liabilities" within the consolidated balance sheet and $ 0.3 million of which was classified as non-current and recorded within "Other Liabilities".

The effect of outstanding restricted stock and restricted stock unit awards has been included in the diluted earnings per share calculation for the year ended December 31, 2024.

These restricted stock units will be paid out 0.1 million in the first quarter of 2026 and 0.1 million in the first quarter of 2027.

The remaining restricted stock and restricted stock unit awards represented awards that vest following an approximate three-year cliff vesting period and restricted stock awards to the Company's Board of Directors that vest over a one-year period.

As of December 31, 2025, the amount of forfeitable distribution equivalents accrued on outstanding shares of restricted stock and restricted stock units totaled $ 0.9 million, almost all of which was classified as current and recorded within "Other accrued liabilities" within the consolidated balance sheet.

The effect of outstanding restricted stock and restricted stock unit awards has been excluded from the diluted earnings per share calculation for the year ended December 31, 2025, as there was a net loss during the period.

As of December 31, 2025, unamortized compensation expense, determined as the market value of the restricted stock or restricted stock units on the day before the date of grant, or in the case of Former Six Flags restricted stock and restricted stock units the market value on the Closing Date of the Mergers, related to unvested restricted unit awards was $ 13.5 million, which is expected to be amortized over a weighted average period of 2.0 years.

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Stock Options

(In thousands, except per stock / unit amounts) Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value

(In thousands, except per share amounts) Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value

Options outstanding at December 31, 2024 548 $ 98.67

Granted — $ —

Exercised — $ —

Acquired 603 $ 96.84

Forfeited ( 122 ) $ 91.61

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Options exercisable, end of year 426 $ 100.74 2.4 years $ —

Former Six Flags stock options were converted to Combined Company stock options as a result of the Mergers.

The Combined Company stock options were measured at fair value using the Black-Scholes Option Model.

Former Six Flags stock options were converted to Company stock options as a result of the Mergers.

The Company stock options were measured at fair value using the Black-Scholes Option Model.

The expected term was estimated using expected at-the-money life in conjunction with other data in a lattice model to estimate the sub-optimal exercise factor, which was used to estimate the life of the options.

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The risk-free rate ranged from 4.5 % to 5.5 %.

All the acquired stock options are fully vested and have terms expiring from July 2024 to January 2030.

All the acquired stock options are fully vested and had terms expiring from July 2024 to January 2030.

Unit Repurchase Plan

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There were 1.4 million limited partnership units repurchased under the August 2022 repurchase program during the year ended December 31, 2023 at an average price of $ 44.00 per limited partner unit for an aggregate amount of $ 62.5 million.

There were 4.5 million limited partnership units repurchased under the August 2022 repurchase program during the year ended December 31, 2022 at an average price of $ 41.28 per limited partner unit for an aggregate amount of $ 187.4 million.

There was no remaining availability under the August 2022 repurchase program following April 2023.

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Accordingly, there was a total of 1.7 million units repurchased under the August 2022 and May 2023 repurchase programs during the year ended December 31, 2023 at an average price of $ 42.97 per limited partner unit for an aggregate amount of $ 74.5 million.

There were no units repurchased during the year ended December 31, 2024 under either program.

There were no units repurchased during the years ended December 31, 2025 and December 31, 2024 under either program.

Subject to applicable rules and regulations, Former Cedar Fair could have repurchased units from time-to-time in the open market or by negotiated transactions.

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Former Cedar Fair was not obligated to repurchase any minimum dollar amount or specific number of units, and could modify, suspend, or discontinue the program at any time.

There are no repurchase programs outstanding related to the Combined Company as of the date of this report.

There are no repurchase programs outstanding related to the Company as of the date of this report.

(10) Pension Benefits and Retirement Plans:

Pension Benefits

Substantially concurrently with the closing and in connection with the Mergers, the Combined Company assumed the obligations of the Former Six Flags pension plan.

Substantially concurrently with the closing and in connection with the Mergers, the Company assumed the obligations of the Former Six Flags pension plan.

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

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The Former Six Flags pension plan does not have significant liabilities other than benefit obligations.

Under the Combined Company's funding policy, contributions to the Former Six Flags pension plan are determined using the project unit credit cost method.

Under the Company's funding policy, contributions to the Former Six Flags pension plan are determined using the projected unit credit cost method.

This funding policy meets the requirements under the Employee Retirement Income Security Act of 1974 ("ERISA").

Obligations and Funded Status

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The following table sets forth the changes in the benefit plan obligation and fair value of plan assets of the Former Six Flags pension plan, and the weighted average assumptions used to determine the benefit obligation for the six months ended December 31, 2024, or since the Closing Date of the Mergers (see Note 2 ):

(In thousands, except percentage) December 31, 2024

Funded Status and Obligations

The following table sets forth the changes in the fair value of plan assets and benefit plan obligation of the Former Six Flags pension plan, and the weighted average assumptions used to determine the benefit obligation for the periods presented:

Year Ended December 31, Six Months Ended December 31,

(In thousands, except percentage) 2025 2024

Change in fair value of plan assets:

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Discount rate 5.20 % 5.40 %

Rate of compensation increase N/A

Rate of compensation increase N/A N/A

Employer contributions and benefits paid in the above table only include those amounts contributed directly to, or paid directly from, plan assets.

As of December 31, 2024, the fair value of the Former Six Flags pension plan assets exceeded its projected benefit obligation by $ 9.6 million resulting in a net plan asset position.

As of December 31, 2025 and December 31, 2024, the fair value of the Former Six Flags pension plan assets exceeded its projected benefit obligation by $ 11.2 million and $ 9.6 million, respectively, resulting in a net plan asset position.

The net plan asset is presented within "Other assets" in the consolidated balance sheet.

Net periodic benefit cost and other comprehensive income (loss)

The following table sets forth the components of net periodic expense (benefit) cost and other comprehensive income (loss), and the weighted average assumptions used to determine net periodic benefit cost for the six months ended December 31, 2024:

(In thousands, except percentages and years) December 31, 2024

Year Ended December 31, Six Months Ended December 31,

(In thousands, except percentages and years) 2025 2024

Net periodic expense (benefit) cost:

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Discount rate (1) 5.40 % 5.25 %

Rate of compensation increase N/A

Rate of compensation increase N/A N/A

Expected return on plan assets (2) 5.35 % 5.75 %

1 unchanged sentence

Average future life expectancy (in years) 20.94 22.89

(1) The discount rate assumption was developed based on high-quality corporate bond yields as of the measurement date.

High quality corporate bond yield indices on over 500 AA high grade bonds are considered when selecting the discount rate.

(1) The discount rate assumption was developed based on high-quality bond yields as of the measurement date.

(2) The expected return on plan assets assumption was developed based on consideration of historical market returns, current market conditions, and the Former Six Flags pension plan's past experience.

Estimates of future market returns by asset category are reflective of actual long-term historical returns.

Overall, it was projected that the Former Six Flags pension plan could achieve 5.750 % net return over time based on a consistent application of the existing asset allocation strategy and a continuation of the Former Six Flags pension plan's policy of monitoring manager performance.

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As of December 31, 2024, cumulative actuarial losses of $ 0.1 million (net of tax benefit of $ 0.1 million) were recognized in accumulated other comprehensive income (loss) in the consolidated balance sheet.

Overall, it was projected that the Former Six Flags pension plan could achieve 5.350 % net return over time based on a consistent application of the existing asset allocation strategy.

As of December 31, 2025 and December 31, 2024, cumulative actuarial losses of $ 1.1 million (net of tax benefit of $ 0.4 million) and $ 0.1 million (net of tax benefit of $ 0.1 million), respectively, were recognized in accumulated other comprehensive income (loss) in the consolidated balance sheet.

It is not anticipated any net actuarial loss will be amortized from accumulated other comprehensive income (loss) into net periodic expense (benefit) cost in 2026.

Description of Investment Committee and Strategy

The Investment Committee consists of Combined Company internal resources and external advisors, and is responsible for managing the investment of the Former Six Flags pension plan assets and ensuring that the Former Six Flags pension plan's investment program is in compliance with all provisions of ERISA, other relevant legislation, related Former Six Flags pension plan documents and the Statement of Investment Policy.

The Investment Committee consists of Company internal resources and external advisors, and is responsible for managing the investment of the Former Six Flags pension plan assets and ensuring that the Former Six Flags pension plan's investment program is in compliance with all provisions of ERISA, other relevant legislation, related Former Six Flags pension plan documents and the Statement of Investment Policy.

The Investment Committee has retained several mutual funds, commingled funds and/or investment managers to manage the Former Six Flags pension plan assets and implement the investment process.

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The Former Six Flags pension plan's assets are allocated as follows:

94 % fixed income securities;

6 % international equity securities;

and a nominal amount to alternative investments.

93 % fixed income securities and 7 % equity securities.

Fixed income securities include bonds and debentures issued by domestic and foreign private and governmental issuers.

Equity securities primarily include investments in large-cap companies located abroad.

Alternative investments are comprised of hedge funds.

The following table presents the categories of plan assets and the related levels of inputs in the fair value hierarchy used to determine fair value, as defined in Note 1 , as of December 31, 2024.

Equity securities primarily include investments in global large-stock companies.

Alternative investments were comprised of hedge funds.

The following table presents the categories of plan assets and the related levels of inputs in the fair value hierarchy used to determine fair value, as defined in Note 1 , as of December 31, 2025 and December 31, 2024.

Fair Value Measurements as of December 31, 2025

(In thousands)

Asset Category Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs

Asset Category Total Quoted Prices in Active Markets for Identical Assets

(Level 1) Significant Observable Inputs

(Level 2) Significant Unobservable Inputs

Equity securities:

International equity (1) $ 10,317 $ 10,317 $ — $ —

Global equity (1) $ 11,271 $ 11,271 $ — $ —

Fixed income:

Long duration fixed income (2) 150,852 150,852 — —

Long-term fixed income (2) 148,923 148,923 — —

Short-term fixed income (3) 1,904 1,904 — —

Alternatives:

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Total fair value of plan assets $ 162,098 $ 162,098 $ — $ —

(1) This category consists of mutual funds invested primarily in equity securities (common stock, securities that are convertible into common stock, preferred stock, warrants and rights to subscribe to common stock) of non-U.S.

issuers purchased in foreign markets.

Fair Value Measurements as of December 31, 2024

(In thousands)

Asset Category Total Quoted Prices in Active Markets for Identical Assets

(Level 1) Significant Observable Inputs

(Level 2) Significant Unobservable Inputs

Equity securities:

Global equity (1) $ 10,317 $ 10,317 $ — $ —

Fixed income:

Long-term fixed income (2) 150,852 150,852 — —

Alternatives:

Other investments 4 — 4 —

Total fair value of plan assets $ 161,173 $ 161,169 $ 4 $ —

(1) This category consists of mutual funds invested primarily in equity securities of large global issuers.

The mutual funds are actively traded on U.S.

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The mutual funds are invested primarily in high quality government and corporate fixed income securities, as well as synthetic instruments or derivatives having economic characteristics similar to fixed income securities.

(3) This category consists of common/collective trust investments that are measured at fair value using the net asset value per share practical expedient and has not been classified in the fair value hierarchy.

The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the total fair value of plan assets.

The Combined Company has participant redemptions restricted to the last business day of the quarter, with either a 65 day or 90 day period redemption notice.

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(3) This category consists of money market funds invested primarily in short-term U.S.

government securities to maintain a stable net asset value.

The money market funds are actively traded on U.S.

or foreign registered exchanges, or over-the-counter markets.

Expected Cash Flows

The Combined Company does not plan to make any contributions to plan trusts in 2025.

The Company does not plan to make any contributions to plan trusts in 2026.

The following table summarizes expected future benefit payments:

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Retirement Plans

The Combined Company has contributory retirement plans for most of its full-time employees.

The Company has contributory retirement plans for most of its full-time employees.

These plans permit employees to contribute specified percentages of their salary, matched up to a limit.

Employer contributions, net of forfeitures, approximated $ 11.3 million, $ 9.4 million and $ 6.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Former Cedar Fair had noncontributory retirement plans for most of its full-time employees prior to 2023.

Contributions were discretionary and amounts accrued were approximately $ 4.8 million for 2022.

In addition, as of December 31, 2025, approximately 600 employees are covered by union-sponsored, multi-employer pension plans for which approximately $ 5.1 million, $ 3.9 million and $ 2.1 million were contributed for the years ended December 31, 2025, 2024 and 2023, respectively.

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The related withdrawal liability totaled $ 0.7 million.

A $ 1.1 million net defined benefit liability was accrued as of December 31, 2024 for federally mandated post-employment benefits in Mexico, including legal termination/retirement indemnity and seniority premiums.

A $ 1.5 million and $ 1.1 million net defined benefit liability was accrued as of December 31, 2025 and December 31, 2024, respectively, for federally mandated post-employment benefits in Mexico, including legal termination/retirement indemnity and seniority premiums.

This liability is accrued at fair value utilizing an actuarial calculation.

The Combined Company's most significant lease commitments are for amusement and water parks and land.

The Company's most significant lease commitments are for amusement and water parks and land.

Leased amusement and water parks include Frontier City, Six Flags Hurricane Harbor Oklahoma City, Six Flags Darien Lake, Six Flags Hurricane Harbor Concord, Six Flags Hurricane Harbor Phoenix, Six Flags Hurricane Harbor Splashtown and Six Flags Hurricane Harbor Rockford, all of which were acquired as part of the Mergers.

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Leased land includes the land under California's Great America, Schlitterbahn Waterpark Galveston, La Ronde, Six Flags Hurricane Harbor Oaxtepec and Six Flags Mexico.

The land at California's Great America was sold on June 27, 2022.

Concurrently with the sale of the land, Cedar Fair entered into a lease contract that allows the Combined Company to operate the park during a six-year term with an option to extend the term for an additional five years .

The land at California's Great America was sold in June 2022.

Concurrently with the sale of the land, Cedar Fair entered into a lease contract that allows the Company to operate the park during a six-year term with an option to extend the term for an additional five years .

The lease is subject to early termination by the buyer with at least two years ' prior notice.

Upon termination of the lease, the existing park operations will close and the rides and attractions will be removed from the land.

The annual base rent under the lease liability initially was $ 12.2 million and will increase by 2.5 % per year.

The annual base rent under the lease liability initially was $ 12.2 million and increases by 2.5 % per year.

Upon commencement of the lease, Cedar Fair recognized a right-of-use asset and lease liability equal to the annual base rent for the initial six-year term and estimated lease payments totaling $ 12.8 million to dismantle and remove rides and attractions upon termination of the lease.

The Combined Company subleases a portion of the California's Great America parking lot to the Santa Clara Stadium Authority during Levi's Stadium events.

The Company subleases a portion of the California's Great America parking lot to the Santa Clara Stadium Authority during Levi's Stadium events.

The lease payments were prepaid, and the corresponding income is being recognized over the lease term, or through 2027.

The annual lease income recognized is immaterial.

The Schlitterbahn Waterpark Galveston land lease has renewal options at the Combined Company's discretion through 2049, which were included in the calculation of the related right-of-use asset or lease liability.

The Schlitterbahn Waterpark Galveston land lease has renewal options at the Company's discretion through 2049, which were included in the calculation of the related right-of-use asset or lease liability.

The La Ronde, Six Flags Hurricane Harbor Oaxtepec and Six Flags Mexico leases were acquired as part of the Mergers, and primarily include land, but these leases also include limited buildings and equipment.

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The corporate office space is generally leased through 2029 in Charlotte and 2035 in Arlington.

The Combined Company has also entered into various operating leases for office equipment, vehicles, storage and revenue-generating assets.

The discount rate used to determine the present value of the future lease payments is generally the Combined Company's incremental borrowing rate.

All acquired leases were valued using the Combined Company's incremental borrowing rate as of the Closing Date.

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of the valuation of assets acquired and liabilities assumed in the Mergers, the leases at Six Flags Hurricane Harbor Splashtown and Six Flags Hurricane Harbor Oklahoma City were determined to have unfavorable lease terms based upon a market rent analysis.

The Company has also entered into various operating leases for office equipment, vehicles, storage and revenue-generating assets.

The discount rate used to determine the present value of the future lease payments is generally the Company's incremental borrowing rate.

All acquired leases were valued using the Company's incremental borrowing rate as of the Closing Date.

As part of the valuation of assets acquired and liabilities assumed in the Mergers, the leases at Six Flags Hurricane Harbor Splashtown and Six Flags Hurricane Harbor Oklahoma City were determined to have unfavorable lease terms based upon a market rent analysis.

This resulted in a reduction of the right-of-use assets and lease liabilities recorded for Six Flags Hurricane Harbor Splashtown and Six Flags Hurricane Harbor Oklahoma City of $ 19.2 million and $ 6.2 million, respectively, within the preliminary purchase price allocation.

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Weighted-average discount rate 6.6 % 6.3 % 3.9 %

Operating cash flows for operating leases $ 31,237 $ 16,046 $ 9,034

Cash flows for operating leases $ 39,575 $ 31,237 $ 16,046

Leased assets obtained in exchange for new operating lease liabilities (non-cash activity) $ 1,698 $ 170,159 $ 4,306

Finance leases

Weighted-average remaining lease term 2.5 years — —

Weighted-average remaining lease term 2.1 years 2.5 years —

Weighted-average discount rate 5.8 % 6.1 % —

Operating cash flows for finance leases $ 85 — —

Financing cash flows for finance leases $ 623 — —

Cash flows for finance leases $ 1,250 $ 623 —

Leased assets obtained in exchange for new finance lease liabilities (non-cash activity) $ — $ 3,152 —

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Difference between undiscounted cash flows and discounted cash flows $ 129,079 $ 28

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The following table includes supplemental balance sheet information related to operating and finance leases for the periods presented.

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(12) Fair Value Measurements:

The table below presents the balances of assets and liabilities measured at fair value as of December 31, 2024 and December 31, 2023 on a recurring basis, as well as the fair values of other financial instruments, including their locations within the consolidated balance sheets:

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

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

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Level 2 $ ( 850,000 ) $ ( 858,526 ) $ ( 850,000 ) $ ( 861,433 )

2032 notes at 6.625 %

Long-term debt (1)

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

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

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

(2) debt issuance costs and original issue discount of $ 43.3 million and $ 49.6 million as of December 31, 2025 and December 31, 2024, respectively;

and (3) acquisition fair value layers of $ 22.6 million as of December 31, 2024.

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 at the Schlitterbahn reporting unit was recorded during the third quarter of 2024.

The fair value of reporting units is established using a combination of an income (discounted cash flow) approach and market approach and includes numerous assumptions based on Level 3 inputs.

The primary assumptions used to determine the fair value of reporting units includes growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures, terminal value growth rates, future estimates of capital expenditures, changes in future capital requirements, and a weighted-average cost of capital that reflected current market conditions.

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

and (3) acquisition fair value layers of $ 21.2 million and $ 22.6 million as of December 31, 2025 and December 31, 2024, respectively.

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

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

Management concluded the estimated fair value of these 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.

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

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.

The impairment charge was equal to the amount

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

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

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

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

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

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

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

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The net plan asset for the Former Six Flags pension plan is measured at fair value annually as described in Note 10 to the accompanying consolidated financial statements.

(13) Segments:

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

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

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

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

The 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.

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

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All of the parks provide similar products and services through a similar process to the same class of customer utilizing a consistent method.

Based on these factors, the Combined Company has combined its operating segments, which consist of each of the parks' locations, and operates within a single reportable segment of amusement and water parks with accompanying resort facilities.

Based on these factors, the Company has combined its operating segments, which consist of each of the parks' locations, and operates within a single reportable segment of amusement and water parks with accompanying resort facilities.

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

His analysis includes comparisons to prior period results and annual budgeted and forecasted results.

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

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

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

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

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

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Loss on retirement of fixed assets, net 40,670 18,064 18,067

Loss on impairment of goodwill 42,462 — —

Gain on sale of land — — ( 155,250 )

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

Loss on other assets 791 — —

Interest expense, net 359,958 234,770 138,952

Net effect of swaps — — ( 25,641 )

Loss on early debt extinguishment — 7,974 —

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48,911 118,336 22,287

Severance (5) 44,564 1,397 750

Self-insurance adjustment (6)

14,138 15,265 2

Income before taxes $ 34,178 $ 172,602 $ 371,657

(Loss) income before taxes $ ( 1,713,446 ) $ 34,178 $ 172,602

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

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

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

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

(4) 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,

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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 Adjusted EBITDA as defined in the Combined Company's credit agreement.

(5) 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 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.

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

These costs are added back to net (loss) income to calculate 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;

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 Adjusted EBITDA as defined in the Company's credit agreement.

(5) 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.

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

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

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

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

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

All of the Combined Company's parks are located in the United States with the exception of two parks in Mexico and two parks in Canada.

The Combined Company also recognizes revenue and expense related to the development of Six Flags-branded parks outside of North America.

All of the Company's parks are located in the United States with the exception of two parks in Mexico and two parks in Canada.

The Company also recognizes revenue and expense related to the development of Six Flags-branded parks outside of North America.

These management fees are disclosed as "Domestic" within the below tables.

Prior to the Mergers, Former Cedar Fair did not disclose geographic segment related information as it had only one foreign park, and management believed disclosure of a single park's results provided sensitive information to its competitors.

As a result, the below information only includes current year results.

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

(In thousands) December 31, 2024

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

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

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

Domestic $ 6,402,553 $ 7,827,604

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Total $ 7,303,918 $ 8,718,596

For the year ended December 31, 2024, net revenues and income before taxes by domestic and foreign properties were as follows:

For the year ended

(In thousands) December 31, 2024

For the years ended December 31, 2025 and December 31, 2024, net revenues and (loss) income before taxes by domestic and foreign properties were as follows:

For the years ended

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

Domestic $ 2,774,438 $ 2,450,354

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Total $ 3,100,289 $ 2,708,926

Income before taxes

(Loss) income before taxes

Domestic $ ( 1,665,762 ) $ 25,541

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Total $ ( 1,713,446 ) $ 34,178

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(14) Subsequent Event:

On January 14, 2026, the Company issued $ 1.0 billion of 8.625 % senior unsecured notes due 2032 (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 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.

Some or all of the 2032 senior notes may be redeemed on or after July 15, 2028 at the redemption prices set forth in the related indenture plus accrued and unpaid interest.

Prior to July 15, 2028, up to 40 % of the 2032 senior notes may be redeemed with a cash amount equal to the proceeds of certain sales of equity securities at 108.625 % of the principal amount, plus accrued and unpaid interest, if at least 50 % of the aggregate principal amount of 2032 senior notes issued remains outstanding after such redemption and the redemption occurs within 180 days after the date of the closing of such equity offering.

Upon the occurrence of certain change of control events, the Company must offer to repurchase the 2032 senior notes at 101 % of their principal amount, plus accrued and unpaid interest.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

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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 8. Financial Statements and Supplementary Data