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Item 1. Financial Statements

2026-05-07 compared with 2025-11-07 · 361 added, 416 removed, 424 unchanged (65% of the section changed)

1 unchanged sentence

SIX FLAGS ENTERTAINMENT CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

UNAUDITED CONSOLIDATED BALANCE SHEETS

(In thousands)

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

March 29, 2026 December 31, 2025 March 30, 2025

Current assets:

1 unchanged sentence

Receivables 129,898 160,283 106,023

Litigation recoveries 44,520 48,900 40,000

Income tax receivables 47,421 54,360 11,598

Inventories 71,458 68,537 84,634

Prepaid insurance 18,451 8,962 19,799

Other current assets 55,369 40,692 55,755

Assets held for sale 347,153 — —

830,780 472,868 379,321

16 unchanged sentences

Self-insurance reserves 44,927 51,335 36,327

Litigation reserves 55,793 55,465 62,900

Current NCI call option liability 334,178 — —

Other accrued liabilities 82,404 67,150 65,670

Liabilities held for sale 66,940 — —

1,215,159 685,118 1,035,890

2 unchanged sentences

NCI call option liability — 323,902 298,614

Non-current deferred revenue 16,586 17,705 5,545

Non-current self-insurance reserves 96,011 99,555 91,444

Other liabilities 14,862 14,043 36,323

6 unchanged sentences

Redeemable non-controlling interests 235,047 235,047 241,816

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

Common stock, $ 0.01 par value;

400,000 shares authorized;

107,420 shares issued and 101,988 shares outstanding as of March 29, 2026 ( 107,128 and 101,696 shares as of December 31, 2025 and 106,506 and 101,074 shares as of March 30, 2025, respectively)

1,017 1,017 1,010

Additional paid-in-capital 2,245,290 2,245,553 2,209,825

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

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

Accumulated deficit ( 2,031,969 ) ( 1,763,369 ) ( 383,989 )

Accumulated other comprehensive income 64,888 66,556 6,934

279,226 549,757 1,833,780

$ 7,708,879 $ 7,799,202 $ 9,163,917

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

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

SIX FLAGS ENTERTAINMENT CORPORATION

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

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except per share amounts)

Three months ended Nine months ended

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

Three months ended

March 29, 2026 March 30, 2025

Net revenues:

10 unchanged sentences

Loss on impairment of goodwill and other intangibles 38,640 —

Loss on disposal group 27,971 —

Loss on other assets — 791

537,870 523,084

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

Operating loss ( 312,243 ) ( 321,027 )

Interest expense, net 94,928 87,035

1 unchanged sentence

Other expense (income), net 5,739 ( 1,584 )

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

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

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

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

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

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

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

Loss before taxes ( 416,963 ) ( 406,478 )

Benefit for taxes ( 148,363 ) ( 186,760 )

Net loss ( 268,600 ) ( 219,718 )

Net loss attributable to non-controlling interests — —

Net loss attributable to Six Flags Entertainment Corporation $ ( 268,600 ) $ ( 219,718 )

Net loss $ ( 268,600 ) $ ( 219,718 )

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

Foreign currency translation ( 1,668 ) 9,038

Defined benefit retirement plan — 176

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

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

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

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

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

Other comprehensive (loss) income, (net of tax) ( 1,668 ) 9,214

Comprehensive loss ( 270,268 ) ( 210,504 )

Comprehensive loss attributable to non-controlling interests — —

Comprehensive loss attributable to Six Flags Entertainment Corporation $ ( 270,268 ) $ ( 210,504 )

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

Basic 101,485 100,094

Diluted 101,485 100,094

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

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

Basic $ ( 2.65 ) $ ( 2.20 )

Diluted $ ( 2.65 ) $ ( 2.20 )

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

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

SIX FLAGS ENTERTAINMENT CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

UNAUDITED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)

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

Interests Accumulated Other Comprehensive Income (Loss) Total Equity

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

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

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

Foreign currency translation adjustment,

net of tax $( 143 )

— — — — — — — — ( 1,060 ) ( 1,060 )

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

— — — — — — — — 337 337

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

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

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

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

Net loss attributable to Six Flags Entertainment Corporation — — — — ( 1,187,348 ) — — — — ( 1,187,348 )

Equity-based compensation 5 — — 12,668 — — — — — 12,668

Foreign currency translation adjustment — — — — — — — — 14,602 14,602

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

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

SIX FLAGS ENTERTAINMENT CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except per unit amounts)

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

Interests Accumulated Other Comprehensive Income (Loss) Total Equity

For the three months ended Shares of Common Stock Outstanding Common Stock Additional Paid-in-Capital Retained Deficit Accumulated Other Comprehensive Income (Loss) Total Equity

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

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

Partnership distribution declared ($ 0.600 per unit)

— — — — — ( 30,764 ) — — — ( 30,764 )

Net loss attributable to Six Flags Entertainment Corporation — — — ( 219,718 ) — ( 219,718 )

Equity-based compensation 724 6 2,415 — — 2,421

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

Foreign currency translation adjustment, net of tax — — — — 9,038 9,038

— — — — — — — — ( 1,076 ) ( 1,076 )

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

— — — — 176 176

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

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

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

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

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

2 unchanged sentences

Foreign currency translation adjustment — — — — ( 1,668 ) ( 1,668 )

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

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

Balance as of March 29, 2026 101,988 $ 1,017 $ 2,245,290 $ ( 2,031,969 ) $ 64,888 $ 279,226

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

SIX FLAGS ENTERTAINMENT CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Nine months ended

September 28, 2025 September 29, 2024

CASH FLOWS FROM OPERATING ACTIVITIES

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

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

Three months ended

March 29, 2026 March 30, 2025

CASH FLOWS FOR OPERATING ACTIVITIES

Net loss $ ( 268,600 ) $ ( 219,718 )

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

Depreciation and amortization 107,349 102,330

1 unchanged sentence

Loss on impairment of goodwill and other intangibles 38,640 —

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

Non-cash loss on disposal group 18,775 —

Non-cash foreign currency loss (gain) on USD notes 5,493 ( 1,332 )

Non-cash equity based compensation expense 3,777 17,076

Deferred income tax (benefit) expense ( 163,683 ) ( 9,201 )

Interest accretion on NCI call option liability 27,239 —

Deferred income tax benefit ( 152,946 ) ( 189,873 )

Other non-cash expenses 13,053 14,149

10 unchanged sentences

Increase (decrease) in other liabilities 12,791 4,444

Net cash from operating activities 365,140 405,983

Net cash for operating activities ( 83,159 ) ( 178,036 )

CASH FLOWS FOR INVESTING ACTIVITIES

Capital expenditures ( 53,964 ) ( 139,932 )

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

Net cash for investing activities ( 53,964 ) ( 139,932 )

CASH FLOWS FROM (FOR) FINANCING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES

Net borrowings on revolving credit loans 185,174 310,668

Term debt borrowings 500,000 1,000,000

Term debt payments ( 6,259 ) —

Note borrowings 1,000,000 —

Note payments ( 1,000,000 ) —

Distributions paid to partners — ( 30,764 )

Payment of debt issuance costs ( 17,447 ) —

Payments related to tax withholding for equity compensation ( 4,039 ) ( 14,380 )

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

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

Other 82 ( 5,668 )

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

Net cash from financing activities 163,688 296,425

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS ( 1,189 ) ( 119 )

CASH AND CASH EQUIVALENTS

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

Net increase (decrease) for the period 25,376 ( 21,662 )

Balance, beginning of period 91,134 83,174

3 unchanged sentences

Interest capitalized 2,351 3,199

Net cash payments for income taxes 35,650 30,672

Net cash (refunds) payments for income taxes ( 3,205 ) 1,109

Capital expenditures in accounts payable 19,109 41,507

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

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

SIX FLAGS ENTERTAINMENT CORPORATION

INDEX FOR NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

INDEX FOR NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Description of the Business and Significant Accounting Policies

4 unchanged sentences

Non-Controlling Interests

Income and Partnership Taxes

Pension Benefits

2 unchanged sentences

SIX FLAGS ENTERTAINMENT CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements have been prepared from the financial records of the Combined Company.

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.

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

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

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

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

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 unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to fairly present the results of the interim periods covered in this report.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited consolidated financial statements have been prepared from the financial records of the Company.

The unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to fairly present the results of the interim periods covered in this report.

Due to the seasonal nature of the amusement and water park operations, the results for any interim period may not be indicative of the results expected for the full fiscal year.

(1) Description of the Business and Significant Accounting Policies:

The unaudited condensed consolidated financial statements included in this Report on Form 10-Q have been prepared in accordance with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, 2024, which were included in the Form 10-K filed by the Combined Company on March 3, 2025.

The unaudited consolidated financial statements included in this Report on Form 10-Q have been prepared in accordance with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, 2025, which were included in the Form 10-K filed by the Company on February 26, 2026.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the "Commission" or the "SEC").

1 unchanged sentence

Interim Reporting

The Combined Company's operations are seasonal.

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

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

The Company's operations are seasonal.

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

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

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

3 unchanged sentences

and (c) all other costs are expensed as incurred or ratably over the entire year.

Accounting Change

Former Cedar Fair recognized depreciation expense on a straight-line basis for each annual period but followed an accounting convention in interim periods to record depreciation expense over each park's operating season.

Beginning on July 1, 2024, the Combined Company changed its interim basis of recording depreciation from park operating days to straight-line.

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

Contingencies

The Combined 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 Quarterly Report on Form 10-Q, are expected to have a material effect in the aggregate on the unaudited condensed consolidated financial statements.

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

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 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 unaudited condensed consolidated balance sheet as of September 28, 2025 included a $ 40.0 million receivable and a corresponding $ 40.0 million liability recorded within "Other accrued liabilities".

The court approved the settlement agreement in January 2025.

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

District Court for the Northern District of Texas.

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

Six Flags Entertainment Corp., et al.

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 March 29, 2026 included a $ 40.0 million receivable recorded within "Litigation recoveries" and a corresponding $ 40.0 million liability recorded within "Litigation reserves".

The settlement agreement described in the preceding paragraph resolved two putative securities class action complaints that were filed against Former Six Flags (as defined in Note 2) and certain of its former executive officers (collectively, the “defendants”) in the U.S.

District Court for the Northern District of Texas in February 2020 and consolidated in March 2020 (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.), and an amended complaint was filed on March 20, 2020.

An amended complaint was filed on March 20, 2020.

A consolidated complaint was filed on July 2, 2020.

2 unchanged sentences

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.

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

On September 3, 2024, the parties entered into a settlement agreement, subject to court approval which occurred on January 28, 2025, resolving the claims.

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.

In March 2026, Canada’s Wonderland and the Commissioner participated in a mediation relating to the claims alleged in the application, and did not reach a settlement or resolution at the mediation.

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.

On February 25, 2026, the parties agreed, subject to court approval, to stay the action during the pendency of any motion to dismiss filed by defendants in the Securities Action.

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.

Prior to the district judge's consideration of the recommendations, mediation was held April 20, 2026, at which the parties reached an agreement in principle to resolve all claims.

The settlement is subject to the execution of definitive documentation and court approval.

The Company does not believe the settlement amount is material.

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 was stayed until May 2026, and mediation was scheduled for April 2026.

The case was not resolved at mediation in early April 2026.

The case remains stayed pending further order of the court.

The Company will continue vigorously defending the action.

Self-Insurance Reserves

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

As disclosed in the Form 10-K filed by the Company on February 26, 2026, the Company records self-insurance reserves for the estimated amount of guest and employee claims and related expenses incurred each period.

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

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

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

Recently Adopted Accounting Pronouncements

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

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ("ASU 2023-09").

ASU 2023-09 requires additional income tax disclosures, including amendments to the rate reconciliation and income taxes paid disclosure.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

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

The amendment was adopted by the Combined Company in the first quarter of 2025, and the related consolidated financial statement disclosures will be included within the annual financial statements as required.

New Accounting Pronouncements

15 unchanged sentences

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

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

On July 1, 2024, the merger of equals transaction contemplated by the Agreement and Plan of Merger, dated as of November 2, 2023 (the "Merger Agreement"), by and among Six Flags Entertainment Corporation (formerly known as CopperSteel HoldCo, Inc.) (the “Combined Company” or the "Company"), Cedar Fair, L.P.

(“Cedar Fair” or "Former Cedar Fair"), Six Flags Entertainment Corporation (“Former Six Flags”) and CopperSteel Merger Sub, LLC (“Copper Merger Sub”) was completed.

Pursuant to the Merger Agreement, (i) Copper Merger Sub was merged with and into Cedar Fair (the “Cedar Fair First Merger”), with Cedar Fair continuing as the surviving entity (the “Cedar Fair Surviving Entity”) and a direct subsidiary of the Combined Company, (ii) the Cedar Fair Surviving Entity was subsequently merged with and into the Combined Company (the “Cedar Fair Second Merger” and together with the Cedar Fair First Merger, the “Cedar Fair Mergers”), with the Combined Company continuing as the surviving corporation, and (iii) Former Six Flags merged with and into the Combined Company (the “Six Flags Merger” and together with the Cedar Fair Mergers, the “Mergers”), with the Combined Company continuing as the surviving corporation.

Upon the consummation of the Mergers, the separate legal existences of each of Copper Merger Sub, Cedar Fair and Former Six Flags ceased, and the Combined Company changed its name to “Six Flags Entertainment Corporation”.

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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 and (b) restricted units of Cedar Fair, which were converted into restricted shares of Combined Company Common Stock based on the Cedar Fair Exchange Ratio, as further described below), was converted into the right to receive one ( 1 ) share of common stock, par value $ 0.01 per share, of the Combined Company (the “Combined Company Common Stock”) (the “Cedar Fair Exchange Ratio”), together with cash in lieu of fractional shares of Combined Company Common Stock, without interest and (ii) each issued and outstanding share of common stock, par value $ 0.025 per share of Former Six Flags (the “Six Flags Common Stock”) (excluding any (a) shares of Six Flags Common Stock held in treasury of Former Six Flags and (b) restricted shares of Former Six Flags, which were converted into restricted shares of the Combined Company Common Stock based on the Six Flags Exchange Ratio, as further described below), was converted into the right to receive 0.5800 shares of Combined Company Common Stock (the “Six Flags Exchange Ratio”), together with cash in lieu of fractional shares of Combined Company Common Stock, without interest.

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), 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), 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.

At the time of the Cedar Fair First Merger when each Cedar Fair Unit was converted into Combined Company Common Stock, the transaction gave rise to certain deferred tax assets which were accounted for as equity because management concluded the transaction to be amongst shareholders.

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

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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(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) 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.

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

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.

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

The following unaudited pro forma financial information presents combined results of operations for the nine months ended September 29, 2024, as if the Mergers had occurred as of January 1, 2023, prepared in accordance with ASC 805.

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

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 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 $ 2.59 billion for the nine months ended September 29, 2024 and combined net loss totaled $ 23.6 million for the nine months ended September 29, 2024.

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

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

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 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.

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

(3) Revenue Recognition:

As disclosed within the consolidated statements of operations and comprehensive (loss) income, revenues are generated from sales of (1) admission to amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources.

As disclosed within the consolidated statements of operations and comprehensive loss, revenues are generated from sales of (1) admission to amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources.

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

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.

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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.

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Of the $ 293.1 million of current deferred revenue recorded as of January 1, 2026, 89 % was related to season-long products.

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

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

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

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

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

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

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

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

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

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

Approximately $ 25 million of the current deferred revenue balance as of January 1, 2026 was recognized during the three months ended March 29, 2026.

As of March 29, 2026 and March 30, 2025, $ 16.6 million and $ 5.5 million of non-current deferred revenue was recorded, respectively, which primarily represented prepaid lease payments for a portion of the California's Great America parking lot, sponsorship deferred revenue, and $ 11.3 million of COVID-19 related benefits as of March 29, 2026.

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.

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.

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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.

As of September 28, 2025, December 31, 2024 and September 29, 2024, a $ 33.7 million, $ 9.3 million and $ 25.3 million allowance for doubtful accounts was recorded, respectively, representing estimated defaults on installment purchase plans.

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

As of March 29, 2026, December 31, 2025 and March 30, 2025, a $ 13.3 million, $ 12.0 million and $ 11.2 million allowance for doubtful accounts was recorded, respectively, representing estimated defaults on installment purchase plans.

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

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(4) Long-Lived Assets:

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

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

As of March 29, 2026, December 31, 2025, and March 30, 2025, property and equipment was classified as follows:

(In thousands) March 29, 2026 December 31, 2025 March 30, 2025

Land $ 766,808 $ 805,958 $ 803,228

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and a current expectation that a long-lived asset will be sold or disposed significantly before the end of its previously estimated useful life.

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

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

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

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

This is expected to result in an approximate $ 19 million increase in depreciation expense in 2025.

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

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

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, was 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.

On April 8, 2026, the Company announced that it entered into a purchase agreement to sell the property, subject to buyer's diligence and other closing conditions.

On March 5, 2026, the Company entered into definitive agreements to sell seven of its parks to EPR Properties, a Maryland real estate investment trust, and its operators for a combined aggregate purchase price of $ 331.4 million in cash, subject to customary working capital adjustments (the "2026 Sale Transaction").

The seven parks include:

Worlds of Fun, Michigan's Adventure, Valleyfair, Six Flags Great Escape, Schlitterbahn Waterpark Galveston and Six Flags St.

Louis in the US and Six Flags La Ronde in Canada.

The 2026 Sale Transaction was structured as a sale of 100 % of the outstanding equity interests of the subsidiaries that hold the agreed upon assets and liabilities (the "disposal group").

The 2026 Sale Transaction is subject to certain closing conditions, including receipt of third-party consents.

The sale of the US properties closed on April 6, 2026 and the sale of the Canadian property is expected to close in May 2026.

As a result of the 2026 Sale Transaction, the Company classified the disposal group as held for sale within the unaudited consolidated balance sheet as of March 29, 2026.

The table below discloses the major classes of assets and liabilities of the disposal group that were included within "Assets held for sale" and "Liabilities held for sale" in the unaudited consolidated balance sheet.

(In thousands) March 29, 2026

Receivables 2,539

Inventories 6,751

Other current assets 3,086

Property and equipment, net 294,296

Right-of-use assets 39,900

Assets held for sale 347,153

Accounts payable 6,999

Deferred revenue 18,315

Accrued taxes 614

Other accrued liabilities 1,180

Lease liabilities 39,832

Liabilities held for sale 66,940

In conjunction with classifying the disposal group as held for sale, the Company recognized a $ 28.0 million loss equal to the amount by which the purchase price, adjusted for working capital and other closing related adjustments, was less than the net book value of the assets and liabilities in the disposal group.

The loss was recorded within "Loss on disposal group" in the unaudited consolidated statements of operations and comprehensive loss and reduced the carrying value of property and equipment.

The loss assumes the Company will become a secondary guarantor in the lease agreement related to the La Ronde land with an approximate fair value of $ 13.4 million (the "La Ronde Guarantee").

If the secondary guarantee is terminated and released prior to or in connection with the closing of the sale, the total loss recorded will be reduced by the fair value of this guarantee agreement.

The seven parks were included within the Company's single reportable segment of amusement and water parks with accompanying resort facilities.

(5) Goodwill and Other Intangible Assets:

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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 first quarter of 2026 and in connection with classifying the 2026 Sale Transaction disposal group as held for sale, the projected revenues related to the Six Flags trade name and Schlitterbahn trade name were reduced by the revenues contributed by the disposal group.

As a result, the Company tested the Six Flags trade name and Schlitterbahn trade name for impairment resulting in impairment losses of $ 37.1 million and $ 1.6 million, respectively.

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

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

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

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

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

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

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

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

Management concluded the estimated fair value of the Schlitterbahn reporting unit no longer exceeded its carrying value resulting in a $ 42.5 million impairment recorded during the third quarter of 2024.

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

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

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

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 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 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 fair value of reporting units 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.

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

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

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

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 three months ended March 29, 2026 and March 30, 2025 were:

(In thousands) Gross Goodwill Accumulated Impairment Losses Net Goodwill

Balance as of December 31, 2025 $ 3,630,952 $ ( 1,559,272 ) $ 2,071,680

Mergers 64,711 — 64,711

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

Foreign currency translation ( 2,813 ) — ( 2,813 )

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

Balance as of March 29, 2026 $ 3,628,139 $ ( 1,559,272 ) $ 2,068,867

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

Mergers ( 39 ) — ( 39 )

Impairment — ( 42,462 ) ( 42,462 )

Foreign currency translation 6,867 — 6,867

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

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

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

As of March 29, 2026, December 31, 2025, and March 30, 2025, other intangible assets consisted of the following:

(In thousands) Gross

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Amortization Net

September 28, 2025

Other intangible assets:

March 29, 2026

Trade names (1)

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December 31, 2025

Other intangible assets:

Trade names (1)

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Total other intangible assets $ 723,411 $ ( 918 ) $ 722,493

September 29, 2024

Other intangible assets:

March 30, 2025

Trade names (1)

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(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.

(6) Long-Term Debt:

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

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

Long-term debt as of March 29, 2026, December 31, 2025, and March 30, 2025 consisted of the following:

(In thousands) March 29, 2026 December 31, 2025 March 30, 2025

Revolving credit facility averaging 5.7 % YTD 2026, 6.4 % in 2025 and 6.4 % YTD 2025

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1,481,221 1,481,221 995,000

Former Cedar Fair notes

2025 senior secured notes at 7.000 %

2027 senior unsecured notes at 5.375 %

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300,000 300,000 300,000

Former Six Flags notes

2025 senior secured notes at 7.000 %

— 200,000 200,000

2029 senior unsecured notes at 5.250 %

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850,000 850,000 850,000

2032 senior unsecured notes at 8.625 %

1,000,000 — —

5,388,380 5,203,221 5,270,683

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

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Term Debt and Revolving Credit Facilities

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").

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.

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

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

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

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

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

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

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

The Company's credit agreement was entered into by Former Cedar Fair on May 1, 2024 (the "2024 Credit Agreement").

The 2024 Credit Agreement, as amended, includes a $ 1.5 billion senior secured term loan facility (following an amendment to incur an additional $ 500 million on June 27, 2025, the "Second Amendment") and an $ 850 million revolving credit facility.

The proceeds from the Second Amendment were used to redeem the remaining $ 200 million of 7.000 % senior secured notes due 2025 issued by Former Six Flags ("2025 Six Notes") 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 $ 112.0 million of outstanding gross borrowings under the revolving credit facility as of September 28, 2025.

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

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

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

There was $ 457.2 million of outstanding gross borrowings under the revolving credit facility as of March 29, 2026.

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

After letters of credit totaling $ 45.8 million, the Combined Company had $ 692.2 million of availability under its revolving credit facility as of September 28, 2025.

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

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

Former Cedar Fair Notes

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.

After letters of credit totaling $ 47.3 million, the Company had $ 345.5 million of availability under its revolving credit facility as of March 29, 2026.

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

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 2032 Six Notes (as defined below), subject to customary exceptions set forth in the 2024 Credit Agreement, as amended.

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 2028 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

In April 2020, Former Cedar Fair issued $ 1.0 billion of 5.500 % senior secured notes due 2025 ("2025 senior notes") in a private placement.

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.

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 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 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").

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:

– $ 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.

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

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

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

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

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

Interest is payable under the 2031 Six Notes semi-annually in May and November, with the principal due in full on May 15, 2031.

– $ 850.0 million of 6.625 % senior secured notes due 2032 ("2032 Six Notes").

Interest is payable under the 2032 Six Notes semi-annually in May and November, with the principal due in full on May 1, 2032.

In connection with the Mergers, the Company entered into supplemental indentures to assume all of Former Six Flags' obligations under its outstanding notes, which included $ 800 million of 7.250 % senior unsecured notes due 2031 ("2031 Six Notes") and $ 850 million of 6.625 % senior secured notes due 2032 ("2032 Six Notes").

Interest is payable under the 2031 Six Notes and 2032 Six Notes semi-annually in May and November, with the principal due in full on May 15, 2031 and May 1, 2032, respectively.

In January 2026, the Company issued $ 1.0 billion of 8.625 % senior unsecured notes due 2032 ("2032 senior notes").

The proceeds from the 2032 senior notes, together with cash on hand, were used to redeem in full $ 500 million of 5.375 % senior unsecured notes due 2027 issued by Former Cedar Fair ("2027 senior notes"), and $ 500 million of 5.500 % senior unsecured notes due 2027 issued by Former Six Flags ("2027 Six Notes"), plus 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.

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

As a result of this refinancing event, we recognized a $ 4.1 million loss on early debt extinguishment, inclusive of the write-off of debt issuance costs and acquisition fair value layers related to the 2027 senior notes and 2027 Six Notes.

In connection with the Mergers, the Company entered into supplemental indentures to assume all of Former Cedar Fair's obligations, as well as Former Six Flags' obligations under existing indentures.

Under the supplemental indentures for the notes issued by Former Cedar Fair, each of the Former Six Flags subsidiary guarantors under the 2024 Credit Agreement, as amended, agreed to fully and unconditionally guarantee the notes issued by Former Cedar Fair.

Under the supplemental indenture to the 2032 Six Notes, each of the Cedar Fair co-issuers under the 2024 Credit Agreement became co-issuers of the 2032 Six Notes and each of the Cedar Fair subsidiary guarantors under the 2024 Credit Agreement became guarantors of the 2032 Six Notes.

Under the supplemental indentures for all other Former Six Flags notes, each of the Cedar Fair co-issuers and subsidiary guarantors under the 2024 Credit Agreement became guarantors of the 2024 Six Notes, 2025 Six Notes, 2027 Six Notes, and 2031 Six Notes.

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.

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.

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 greater than 5.25 x as of September 28, 2025.

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

The Amendments enabled Cedar Fair to select November 2, 2023, the date the Merger Agreement with Former Six Flags was entered into, as the testing date for purposes of calculating, with respect to the Mergers and related transactions, any and all ratio tests under those notes, each of which was satisfied when tested on November 2, 2023.

To become operative, the Amendments required a payment, which was made upon the consummation of the Mergers.

The payment related to the 2025 senior notes was still required despite the redemption of those notes in May 2024.

Under the supplemental indentures for all other notes issued by Former Six Flags, each of the Cedar Fair co-issuers and subsidiary guarantors under the 2024 Credit Agreement became guarantors.

In connection with the execution of the supplemental indenture to 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 2032 Six Notes.

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.

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 March 29, 2026.

(7) Non-Controlling Interests

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.

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

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

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

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

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 SFOT are recorded as "Redeemable non-controlling interests" within the unaudited consolidated balance sheet.

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

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

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 September 28, 2025, the Combined Company's share of the distribution will be approximately $ 41.4 million.

Based on the Company's ownership of units as of March 29, 2026, 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 2025 annual offering and in the second quarter of 2025, the Combined Company purchased 3.085 units of the Texas Partnership for $ 6.8 million and 0.250 units of the Georgia Partnership for $ 1.0 million.

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 2026 annual offering and in the second quarter of 2026, the Company purchased 3.453 units of the Texas Partnership for $ 7.6 million.

We did not purchase any units of the Georgia partnership in the 2026 annual offering.

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 September 28, 2025, is $ 409.7 million in the case of SFOG and $ 527.4 million in the case of SFOT.

As of September 28, 2025, the Combined Company owned approximately 32.1 % and 55.4 % of the Georgia limited partner interests and Texas limited partner interests, respectively.

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

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 SFOG.

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 March 29, 2026, is $ 409.7 million in the case of SFOG and $ 527.4 million in the case of SFOT.

As of March 29, 2026, 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 that the Company does not then own through the exercise of a call option (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 September 28, 2025, the agreed-upon value, as adjusted for CPI, would be $ 517.8 million and $ 762.3 million for SFOG and SFOT, respectively.

The agreed-upon values, if determined as of September 28, 2025, multiplied by the 68.5 % and 45.9 % of units held by the limited partner for SFOG and SFOT, respectively, represent $ 355.1 million and $ 344.2 million that would be required to be paid to the limited partner of SFOG and SFOT, respectively, at the End-of-Term Option.

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

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 approximately $ 9.7 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 SFOG and SFOT.

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 March 29, 2026, the agreed-upon value, as adjusted for CPI, would be $ 522.3 million for SFOG.

The agreed-upon value, if determined as of March 29, 2026, multiplied by the 68.5 % of units held by the limited partner for SFOG represent $ 358.1 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 approximately $ 54.6 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.

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

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 liability, specifically "Current NCI call option liability" and "NCI call option liability", within the unaudited consolidated balance sheets.

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

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

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

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

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

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

(In thousands) SFOG

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

Purchase of redeemable units ( 1,024 )

Distributions earned by non-controlling interests 25,132

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

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

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

For the three months ended March 29, 2026 and March 30, 2025 , $ 10.3 million and $ 8.2 million of accretion was recorded as interest expense within the unaudited consolidated statement of operations and comprehensive loss, respectively.

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 March 29, 2026.

Changes in the call option liability of the Georgia Partnership for the three months ended March 29, 2026 were:

(In thousands) SFOG

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

Purchase of redeemable units ( 1,024 )

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

Balance as of December 31, 2025 $ 323,902

Interest accretion 10,276

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

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

(In thousands) SFOT

Put option redemption value 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 ( 12,250 )

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

(8) Income and Partnership Taxes:

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

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

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

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

The effective tax rate for the nine months ended September 28, 2025 differed from the United States Federal statutory rate of 21% due to discrete non-cash provision to return adjustments related to the Merger-related windup of the Former Cedar Fair partnership, the impact of impairment charges, effects of non-controlling interest distributions, accretion on the Six Flags Over Georgia call option liability, non-deductible executive compensation, state and local income taxes and tax rate differences in foreign jurisdictions.

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

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

As such, the total provision (benefit) for taxes prior to the Mergers includes 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.

Following the completion of the Mergers, the Combined Company is subject to U.S.

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

This subjects all domestic and Canadian branch earnings (losses) before the provision for income taxes to a U.S.

statutory rate of 21% and all earnings (losses) before provision of income taxes derived from operations in Mexico and Canada to their respective statutory rates of 30% and 26.5%.

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 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 September 28, 2025, the Combined Company recorded unrecognized tax benefits of $ 25.6 million, all of which would impact the effective tax rate if recognized and were included within "Other liabilities" in the unaudited condensed consolidated balance sheet.

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

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

During the nine months ended September 28, 2025 and September 29, 2024, the expense recognized for interest and penalties was not material.

Balance as of March 29, 2026 $ 334,178

As of March 29, 2026, redeemable non-controlling interests, representing the non-affiliated parties' equity interest, of the Texas Partnership was $ 235.0 million, which approximates redemption value.

(8) Income Taxes:

The Company's income tax benefit was $ 148.4 million for the three months ended March 29, 2026 compared with $ 186.8 million for the three months ended March 30, 2025.

The effective tax rate for the three months ended March 29, 2026 was 35.6 % and 45.9 % for the three months ended March 30, 2025.

The effective tax rate for the three months ended March 29, 2026 differed from the United States Federal statutory rate of 21% due to the impact of impairment charges and the loss on disposal group related to the 2026 Sale Transaction, effects of non-controlling interest distributions, accretion on the Six Flags Over Georgia call option liability, non-deductible executive compensation, state and local income taxes and tax rate differences in foreign jurisdictions.

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.

As of March 29, 2026, the Company recorded unrecognized tax benefits of $ 25.6 million, all of which would impact the effective tax rate if recognized and were primarily included within "Deferred tax liabilities" in the unaudited consolidated balance sheet.

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

During the three months ended March 29, 2026 and March 30, 2025, the expense recognized for interest and penalties was not material.

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

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 2025.

On July 4, 2025, the U.S.

government enacted H.R.

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

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

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

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

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

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

The Company continues to evaluate the legislation and does not expect an exposure to Pillar Two taxes for 2026.

(9) 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.

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

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

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

Three months ended Nine months ended

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

The following summarizes pension costs and the weighted-average assumptions used to determine net cost for the three months ended March 29, 2026 and March 30, 2025.

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

The Company did not make any pension contributions during the three month periods ended March 29, 2026 and March 30, 2025.

Three months ended

(In thousands) March 29, 2026 March 30, 2025

Interest cost $ 1,887 $ 1,970

Expected return on plan assets ( 1,896 ) ( 2,236 )

Amortization of net actuarial loss — — — —

Administrative fees — 213

1 unchanged sentence

Discount rate 5.20 % 5.40 %

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

Rate of compensation increase N/A N/A

Expected return on plan assets 4.85 % 5.75 %

(10) 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 three and nine months ended September 28, 2025 and September 29, 2024 have not been adjusted from the reported amounts.

The share amounts used in calculating the basic and diluted earnings per share of common stock and per limited partner unit, as applicable, for the three and nine months ended September 28, 2025 and September 29, 2024 are as follows:

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

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

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

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

Effect of dilutive stock / units:

Deferred stock / units — — — 41

Performance stock units / units — — — 96

Restricted stock / units — 1,247 — 790

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

For purposes of calculating the basic and diluted earnings per share of common stock, net loss attributable to Six Flags Entertainment Corporation for the three months ended March 29, 2026 and March 30, 2025 has not been adjusted from the reported amounts.

The share amounts used in calculating the basic and diluted earnings per share of common stock for the three months ended March 29, 2026 and March 30, 2025 are as follows:

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

March 29, 2026 March 30, 2025

Net loss attributable to Six Flags Entertainment Corporation $ ( 268,600 ) $ ( 219,718 )

Basic weighted average shares of common stock 101,485 100,094

Diluted weighted average shares of common stock 101,485 100,094

Basic $ ( 2.65 ) $ ( 2.20 )

Diluted $ ( 2.65 ) $ ( 2.20 )

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

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

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

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

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

There were approximately 1.9 million antidilutive shares excluded from the computation of diluted loss per share of common stock for the three months ended March 29, 2026.

The antidilutive shares included 0.8 million of outstanding performance stock units, 0.6 million of outstanding restricted stock and restricted stock units, 0.4 million of outstanding stock options and 0.1 million of outstanding deferred stock units.

The outstanding performance stock units included all performance stock units outstanding as of March 29, 2026 at target, or 100 %.

Of the outstanding performance stock units, the maximum payout for 0.5 million of outstanding performance stock units is 200 % and the maximum payout for the remaining 0.3 million of outstanding performance stock units is 100 %.

(11) Fair Value Measurements:

The table below presents the balances of assets and liabilities measured at fair value as of September 28, 2025, December 31, 2024, and September 29, 2024 on a recurring basis as well as the fair values of other financial instruments, including their locations within the unaudited condensed consolidated balance sheets:

(In thousands) Balance Sheet Location Fair Value Hierarchy Level September 28, 2025 December 31, 2024 September 29, 2024

The table below presents the balances of assets and liabilities measured at fair value as of March 29, 2026, December 31, 2025, and March 30, 2025 on a recurring basis as well as the fair values of other financial instruments, including their locations within the unaudited consolidated balance sheets:

(In thousands) Balance Sheet Location Fair Value Hierarchy Level March 29, 2026 December 31, 2025 March 30, 2025

Carrying Value Fair

1 unchanged sentence

Value Carrying Value Fair

Financial assets (liabilities) measured on a recurring basis:

Assets (liabilities) measured on a recurring basis:

Short-term investments Other current assets Level 1 $ 145 $ 145 $ 193 $ 193 $ 251 $ 251

Other financial assets (liabilities):

Other assets (liabilities):

Term debt Long-Term Debt (1)

21 unchanged sentences

Level 2 $ ( 850,000 ) $ ( 843,379 ) $ ( 850,000 ) $ ( 858,526 ) $ ( 850,000 ) $ ( 859,563 )

(1) Carrying values of long-term debt balances are before reductions for (1) current maturities of long-term debt of $ 15.0 million, $ 210.0 million and $ 210.0 million as of September 28, 2025, December 31, 2024 and September 29, 2024, respectively;

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

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

2032 notes at 8.625 %

Long-Term Debt (1)

Level 2 $ ( 1,000,000 ) $ ( 991,880 ) — — — —

(1) Carrying values of long-term debt balances are before reductions for (1) current maturities of long-term debt of $ 15.0 million, $ 15.0 million and $ 210.0 million as of March 29, 2026, December 31, 2025 and March 30, 2025, respectively;

(2) debt issuance costs and original issue discount of $ 55.7 million, $ 43.3 million and $ 45.4 million as of March 29, 2026, December 31, 2025 and March 30, 2025, respectively;

and (3) acquisition fair value layers of $ 22.8 million, $ 21.2 million and $ 22.3 million as of March 29, 2026, December 31, 2025 and March 30, 2025, respectively.

During the first quarter of 2026 and in connection with classifying the 2026 Sale Transaction disposal group as held for sale, the Company recognized a $ 28.0 million loss equal to the amount by which the purchase price, adjusted for working capital and other closing related adjustments, was less than the net book value of the assets and liabilities in the disposal group.

The loss was recorded within "Loss on disposal group" in the unaudited consolidated statements of operations and comprehensive loss and reduced the carrying value of property and equipment.

In addition, as a result of the 2026 Sale Transaction, the projected revenues related to the Six Flags trade name and Schlitterbahn trade name were reduced by the revenues contributed by the disposal group.

As a result, the Company tested the Six Flags trade name and Schlitterbahn trade name for impairment resulting in impairment losses of $ 37.1 million and $ 1.6 million, 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.

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.

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

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

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

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

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

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 fair value of the disposal group was calculated based on the estimated purchase price adjusted for working capital and other closing adjustments, as well as the fair value of the potential La Ronde Guarantee.

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

The fair value of the potential La Ronde Guarantee was calculated using a credit spread analysis of which the primary assumptions included the related lease payments, estimated discount rates for the involved parties, and rated yield curves.

The fair value of the reporting units 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 other assets measured at fair value on a non-recurring basis as of September 28, 2025, December 31, 2024 or September 29, 2024.

There were no other assets measured at fair value on a non-recurring basis as of March 29, 2026, December 31, 2025 or March 30, 2025.

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

(12) 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 and maintenance supplies, insurance, advertising and lease payments, are relatively fixed for a typical operating season and do not vary significantly with attendance.

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.

1 unchanged sentence

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 a single 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 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.

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

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

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

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

Three months ended Nine months ended

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

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 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 loss

before taxes, for the periods presented.

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

Three months ended

(In thousands) March 29, 2026 March 30, 2025

Net revenues $ 225,627 $ 202,057

9 unchanged sentences

Loss on impairment of goodwill and other intangibles 38,640 —

Loss on disposal group 27,971 —

Loss on other assets — 791

4 unchanged sentences

Costs related to the Mergers (4)

10,486 73,335 37,156 94,610

Severance (5)

8,592 126 35,792 676

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

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

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

Loss before taxes $ ( 416,963 ) $ ( 406,478 )

(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, insurance, advertising and lease payments, as well as net income attributable to non-controlling interests.

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

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

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

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

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

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

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

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

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

(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 integration costs related to the Mergers, including 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.

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

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

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

severance costs;

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

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

Mexican VAT taxes on intercompany activity;

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 results since the Closing Date.

As of September 28, 2025, December 31, 2024 and September 29, 2024, long-lived assets (which consists of property and equipment, goodwill, intangible assets and right-of-use assets) by domestic and foreign properties was as follows:

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

As of March 29, 2026, December 31, 2025 and March 30, 2025, 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.

The balances as of March 29, 2026 were reduced by assets held for sale.

(In thousands) March 29, 2026 December 31, 2025 March 30, 2025

Domestic $ 6,022,316 $ 6,402,553 $ 7,870,453

1 unchanged sentence

Total $ 6,854,970 $ 7,303,918 $ 8,770,838

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

Three months ended Nine months ended

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

For the three months ended March 29, 2026 and March 30, 2025, net revenues and loss before taxes by domestic and foreign properties were as follows:

Three months ended

(In thousands) March 29, 2026 March 30, 2025

Domestic $ 200,308 $ 181,741

1 unchanged sentence

Total $ 225,627 $ 202,057

(Loss) income before taxes

Loss before taxes

Domestic $ ( 379,441 ) $ ( 391,941 )

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements