Six Flags Entertainment Corporation/NEW 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis is intended to facilitate an understanding of the Company's business and results of operations and should be read in conjunction with the unaudited consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion should also be read in conjunction with the Company's consolidated financial statements and related notes thereto, the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of the Company's Annual Report on Form 10-K for the year ended December 31, 2025. Business Overview: The Company is North America's largest regional amusement park operator with 21 amusement parks, 14 separately gated water parks and eight resorts as of the filing date for this Form 10-Q. See Note 4 to the accompanying unaudited consolidated financial statements for additional information regarding the definitive agreements to sell seven parks. Of the 35 amusement and water parks, 31 are located in the United States, two are located in Mexico and two are located in Canada. The parks generate revenues from sales of (1) admission to amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources. The Company's principal costs and expenses, which include salaries and wages, operating and maintenance supplies, insurance, advertising, utilities and lease payments, are relatively fixed for a typical operating season and do not vary significantly with attendance. The Company's principal costs and expenses have recently been impacted by increased wage rates, driven both by market rates and statutory rates, higher insurance costs, and general inflation affecting the costs of inventory, services and supplies. The Company acquires rides, attractions, inventory, and supplies from foreign countries, of which many rides and attractions require specialized manufacturing. Changes in import tariffs and trade policies have resulted and may continue to result in increased costs. Potential market disruptions could result in the inability to acquire certain goods timely or at all. The Company's operations are seasonal. Approximately 70% of annual attendance and revenue occurred during the second and third quarters during fiscal year 2025. As a result, a substantial portion of the Company's revenues are expected to be generated from Memorial Day through Labor Day with the major portion concentrated during the peak vacation months of July and August. The fall season is also important to the Company's operations due to the popularity of fall and Halloween events. Consequently, when adverse conditions or events occur during the operating season, particularly during the peak vacation months of July and August or the important fall season (for example, the extreme weather events that negatively impacted the Company's results during the second quarter of 2025), there is only a limited period of time during which the impact of those conditions or events can be mitigated. Accordingly, the timing of such conditions or events can have a disproportionate adverse effect upon revenues. Management reviews operating results, evaluates performance and makes operating decisions, including allocating resources, on a park-by-park basis. Discrete financial information and operating results are prepared at the individual park level for use by the CEO, who is the Chief Operating Decision Maker ("CODM"), as well as by the Chief Financial Officer, the Chief Operating Officer and Senior Vice Presidents. The Company operates within a single reportable segment of amusement and water parks with accompanying resort facilities. The following operational measures are key performance metrics in the Company's managerial and operational reporting. They are used as major factors in significant operational decisions as they are the primary drivers of financial and operational performance, measuring demand, pricing and consumer behavior. In-park revenues, per capita spending, in-park admissions revenues, admissions per capita spending, in-park product revenues, in-park product per capita spending, and out-of-park revenues are non-GAAP measures. 24 Table of Contents Attendance is defined as the number of guest visits to amusement parks and separately gated outdoor water parks. Attendance is driven by various factors, including new rides and product offerings, guest satisfaction, weather, pricing, advertising programs, perceived safety of the parks and economic conditions. Major attendance categories include single-day attendance related to a single-day ticket, including sales to groups, season pass attendance related to season passes that are valid for an operating season, and membership attendance related to memberships that are valid for a 12-month non-cancelable period and until the guest cancels thereafter. Per capita spending is calculated as revenues generated within the Company's amusement parks and separately gated outdoor water parks along with related parking revenues and online transaction fees charged to customers ( in-park revenues ), divided by total attendance. Per capita spending is driven by similar factors to attendance and is also impacted by the length of stay of the Company's guests. Major per capita spending categories include admission, food and beverage, merchandise, games and extra-charge products. Extra-charge products include premium benefit offerings such as front-of-line products. Admissions per capita spending is calculated as revenues generated for admission to the Company's amusement parks and separately gated water parks along with related parking revenues and online transaction fees charged to customers ( in-park admissions revenues ) divided by total attendance. In-park product per capita spending is calculated as all other revenues generated within the Company's amusement parks and separately gated water parks, including food and beverage, merchandise, games and extra-charge offerings ( in-park product revenues ) divided by total attendance. Beginning in the fourth quarter of 2025, we renamed in-park per capita spending to per capita spending, and we renamed per capita spending on in-park products to in-park product per capita spending. The methodology for calculating these metrics remains unchanged, and therefore any previously reported metrics that are renamed to corresponding metrics remain unchanged. Out-of-park revenues are defined as revenues from resorts, out-of-park food and merchandise locations, sponsorships, international agreements and all other out-of-park operations. Out-of-park revenues are primarily driven by attendance to the parks and can increase length of stay at the Company's properties as guests purchase hotel rooms and visit out-of-park food and merchandise locations. In addition, higher attendance levels enable the Company to develop long-term corporate sponsorships and co-marketing relationships with well-known national and regional brands. The Company manages Six Flags Qiddiya City and Aquarabia Qiddiya City in Saudi Arabia and receives fees for exclusivity, brand licensing rights, and design, development and management services. Despite regional tensions in the Middle East, both parks continue to operate. The following table presents net revenues disaggregated by in-park revenues, including in-park admissions revenues and in-park product revenues, and out-of-park revenues less amounts remitted to outside parties under concessionaire arrangements (concessionaire remittances) for the periods presented. Three months ended (In thousands) March 29, 2026 March 30, 2025 In-park admissions revenues $ 113,441 $ 106,311 In-park product revenues 88,977 78,004 In-park revenues 202,418 184,315 Out-of-park revenues 28,799 23,916 Concessionaire remittances (5,590) (6,174) Net revenues $ 225,627 $ 202,057 Outlook: The near-term operational priorities of the Company focus on accelerating profitability and strengthening the balance sheet. Management intends to drive profitability by offering a higher value proposition to the guest that stimulates incremental demand while simultaneously implementing strategic cost management strategies and organizational improvements. Management plans to simplify product offerings, optimize pricing on a park-by-park basis, tailor marketing strategies to the unique attributes of each park, leverage consumer-facing technologies to strengthen communication channels with guests, adopt innovative processes designed to unlock incremental cost efficiencies, optimize park cost structures toward the performance profile of top performing parks and build the necessary capabilities, systems and operating models to support scalable and sustained execution of these strategies. To strengthen the balance sheet, management aims to benefit from the incremental cash flow that is expected to be produced by these profitability initiatives while also undergoing portfolio optimization, including the recent 2026 Sale Transaction and the sale of the property on which the former amusement and water park in Bowie, Maryland was located. Portfolio optimization is expected to allow management to narrow its focus, reduce ongoing capital expenditure requirements, and limit exposure to liabilities. Together, these actions are intended to create a more focused, resilient and financially flexible organization positioned for long-term success. 25 Table of Contents Critical Accounting Estimates: Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon the unaudited consolidated financial statements of the Company, which were prepared in accordance with accounting principles generally accepted in the United States of America. These principles require management to make judgments, estimates and assumptions during the normal course of business that affect the amounts reported in the unaudited consolidated financial statements. Actual results could differ significantly from those estimates under different assumptions and conditions. Management believes that judgment and estimates related to the following critical accounting policies could materially affect the unaudited consolidated financial statements: • Business Combinations • Impairment of Long-Lived Assets • Goodwill and Other Intangible Assets • Self-Insurance Reserves • Revenue Recognition • Income Taxes During the first quarter of 2026, there were no changes to the above critical accounting policies from those previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. As discussed in Note 5 to the accompanying unaudited consolidated financial statements, certain Former Six Flags and Schlitterbahn reporting units experienced a decline in estimated future cash flows during 2025 as a result of revenue and earnings not meeting expectations through the more seasonally significant third quarter, and the Company experienced a more significant, sustained decline in its share price through the third quarter of 2025 when compared to industry peers. In connection with the preparation of the financial statements for the third quarter of 2025, which includes the peak summer months of July and August and by itself can account for nearly half of full year attendance and over half of full year earnings, management had greater clarity regarding performance trends and full year results. As a result, a triggering event occurred and impairment charges were recognized during the third quarter of 2025. Valuation assumptions about future performance could adversely change and result in further goodwill and/or trade name impairment that would have a material effect on the Company's financial position and results of operations in future periods. Future valuation assumptions are dependent on numerous factors, including the Company's operating plans for future years, changes to the Company's long-term strategy and other market conditions. Results of Operations: Three months ended March 29, 2026 vs. Three months ended March 30, 2025 First quarter operating results historically for the Combined Company have represented approximately 7% and 6% of full-year net revenues and attendance, respectively. First quarter results include operations at year-round parks, maintenance and administrative expenses at seasonal amusement and water parks, limited operating days at a few seasonal amusement parks, and some out-of-park attractions, including limited hotel operations. The results for the three-month period ended March 29, 2026 included 369 operating days compared with 393 operating days for the three-month period ended March 30, 2025, a decrease of 24 operating days. The operating day decrease was primarily driven by the removal of winter events at four parks, as well as the removal of lower volume days at certain parks. 26 Table of Contents The following table presents key financial information for the Company for the three months ended March 29, 2026 and March 30, 2025: Three months ended Increase (Decrease) March 29, 2026 March 30, 2025 $ % (Amounts in thousands, except per capita and operating days) Net revenues $ 225,627 $ 202,057 $ 23,570 11.7 % Operating costs and expenses 361,475 411,865 (50,390) (12.2) % Depreciation and amortization 107,349 102,330 5,019 4.9 % Loss on retirement of fixed assets, net 2,435 8,098 (5,663) (69.9) % Loss on impairment of goodwill and other intangibles 38,640 — 38,640 100.0 % Loss on disposal group 27,971 — 27,971 100.0 % Loss on other assets — 791 (791) (100.0) % Operating loss $ (312,243) $ (321,027) $ 8,784 2.7 % Other Data: Attendance 2,923 2,818 105 3.7 % Per capita spending $ 69.26 $ 65.40 $ 3.86 5.9 % Admissions per capita spending $ 38.82 $ 37.72 $ 1.10 2.9 % In-park product per capita spending $ 30.44 $ 27.68 $ 2.76 10.0 % Out-of-park revenues $ 28,799 $ 23,916 $ 4,883 20.4 % Operating days 369 393 (24) (6.1) % For the three months ended March 29, 2026, net revenues increased $23.6 million compared with the three months ended March 30, 2025. The increase in net revenues reflected the impact of a 0.1 million-visit increase in attendance, the impact of a $3.86, or 5.9%, increase in per capita spending and a $4.9 million increase in out-of-park revenues. The 0.1 million-visit increase in attendance was driven by favorable operating conditions, a larger active pass base, the earlier timing of Easter and Spring Break holidays and the earlier timing of the Boysenberry Festival event at Knott's Berry Farm. The $3.86 increase in per capita spending was due to higher admissions per capita spending driven by higher single day pricing and higher in-park product per capita spending driven by increased food and beverage spending, both of which were impacted by the timing of the Boysenberry Festival event at Knott's Berry Farm. The $4.9 million increase in out-of-park revenues was primarily due to higher revenues from international agreements, some of which was impacted by the timing of the opening of the related parks. The increase in net revenues included a $3.5 million favorable impact of foreign currency exchange rates. Operating costs and expenses for the three months ended March 29, 2026 decreased $50.4 million compared with the three months ended March 30, 2025. The decrease in operating costs and expenses was the result of a $32.6 million decrease in operating expenses, a $17.5 million decrease in selling, general and administrative ("SG&A") expenses and a $0.3 million decrease in cost of goods sold. The $32.6 million decrease in operating expenses was due to a $15.2 million decrease in full-time wages and related employee benefits driven by post-merger productivity and efficiency efforts, a $9.5 million decrease in maintenance costs largely attributable to the timing of projects, and an $8.2 million decrease in operating supplies driven by planned cost savings initiatives. The $17.5 million decrease in SG&A expenses was due to a $19.7 million decrease in full-time wages, which included a decline in equity compensation, severance costs and integration wages, all of which were impacted by post-merger productivity and efficiency efforts in the prior year, somewhat offset by $2.9 million of increased technology costs. Cost of goods sold as a percentage of food, merchandise and games revenue decreased largely due to a planned decrease in the cost of food and beverage. The decrease in operating costs and expenses was partially offset by a $2.6 million unfavorable impact of foreign currency exchange rates. Depreciation and amortization expense for the three months ended March 29, 2026 increased $5.0 million compared with the three months ended March 30, 2025. The loss on retirement of fixed assets for both periods and the loss on other assets in the prior period were due to retirement of assets in the normal course of business. The prior period loss on retirement of fixed assets included the disposal of two specific assets. 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. 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 totaling $38.6 million. The impairment charges were equal to the amount by which the carrying amounts exceeded fair value and were recorded in "Loss on 27 Table of Contents impairment of goodwill and other intangibles" within the unaudited consolidated statements of operations and comprehensive loss. After the items above, operating loss for the three months ended March 29, 2026 totaled $312.2 million compared with $321.0 million for the three months ended March 30, 2025. Net interest expense for the three months ended March 29, 2026 increased $7.9 million largely as a result of the refinancing of the 2027 senior notes and 2027 Six Notes with the 2032 senior notes, and the timing of the senior secured term loan facility interest payment offset by less revolver borrowings in the current period. The loss on early debt extinguishment of $4.1 million in the current period was attributable to the redemption of the 2027 senior notes and 2027 Six Notes (see Note 6 to the accompanying consolidated financial statements). Other expense (income), net primarily represented the remeasurement of U.S. dollar denominated notes to an entity's functional currency. During the three months ended March 29, 2026, a benefit for income taxes of $148.4 million was recorded compared with $186.8 million for the three months ended March 30, 2025. The decrease in the benefit for income taxes was primarily related to non-recurring activity in both periods. During the three months ended March 29, 2026, the Company recorded income tax benefits related to the 2026 Sale Transaction and the related impairment of the Six Flags and Schlitterbahn trade names. During the three months ended March 30, 2025, the Company h ad recorded income tax benefits over non-cash provision to return adjustments related to the Merger-related windup of the Former Cedar Fair partnership. After the items above and income attributable to non-controlling interests (see Note 7 to the accompanying consolidated financial statements), net loss attributable to Six Flags Entertainment Corporation for the three months ended March 29, 2026 totaled $268.6 million, or $2.65 per diluted share of common stock. Net loss attributable to Six Flags Entertainment Corporation for the three months ended March 30, 2025 totaled $219.7 million, or $2.20 per diluted share of common stock. April Update Preliminary attendance for the four months ended May 3, 2026 totaled 5.7 million guests, an increase of 4% compared to the four months ended May 4, 2025 on a same-park basis, or excluding the parks within the 2026 Sale Transaction disposal group, and the amusement and water park located in Bowie, Maryland that was closed following the 2025 operating season. Modified EBITDA and Adjusted EBITDA Modified EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the Company's credit agreement. Adjusted EBITDA represents Modified EBITDA less net loss attributable to non-controlling interests. Both measures have been included to disclose the effect of non-controlling interests. Modified EBITDA and Adjusted EBITDA are not measurements of operating performance computed in accordance with generally accepted accounting principles ("GAAP") and should not be considered as a substitute for operating income, net income or cash flows from operating activities computed in accordance with GAAP. Management believes Modified EBITDA and Adjusted EBITDA are meaningful measures of park-level operating profitability, and uses them for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. Adjusted EBITDA is widely used by analysts, investors and comparable companies in the industry to evaluate operating performance on a consistent basis, as well as more easily compare results with those of other companies in the industry. These measures are provided as supplemental measures of the Company's operating results and may not be comparable to similarly titled measures of other companies. 28 Table of Contents The table below sets forth a reconciliation of Modified EBITDA and Adjusted EBITDA to net loss for the three-month periods ended March 29, 2026 and March 30, 2025. Three months ended (In thousands) March 29, 2026 March 30, 2025 Net loss $ (268,600) $ (219,718) Interest expense, net 94,928 87,035 Benefit for taxes (148,363) (186,760) Depreciation and amortization 107,349 102,330 EBITDA (214,686) (217,113) Loss on early debt extinguishment 4,053 — Non-cash foreign currency loss (gain) 5,139 (2,214) Non-cash equity compensation expense 3,772 17,076 Loss on retirement of fixed assets, net 2,435 8,098 Loss on impairment of goodwill and other intangibles 38,640 — Loss on disposal group 27,971 — Loss on other assets — 791 Costs related to the Mergers (1) 4,914 15,640 Other (2) 4,723 6,932 Modified EBITDA (123,039) (170,790) Net income attributable to non-controlling interests — — Adjusted EBITDA $ (123,039) $ (170,790) (1) 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 Modified EBITDA and Adjusted EBITDA as defined in the Company's credit agreement. (2) Consists of certain costs as defined in the Company's credit agreement. These costs are added back to net loss to calculate Modified EBITDA and 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. For the three months ended March 29, 2026, Adjusted EBITDA loss decreased $47.8 million compared with the three months ended March 30, 2025. The decrease in Adjusted EBITDA loss was due to higher revenues driven by higher attendance, per capita spending and out-of-park revenues, as well as a reduction in expense primarily due to planned lower operating expenses for full-time wages, maintenance and operating supplies. Liquidity and Capital Resources: The Company's principal sources of liquidity include cash from operating activities, funding from long-term debt obligations and existing cash on hand. Due to the seasonality of the business, pre-opening operations are funded with revolving credit borrowings, which are reduced with positive cash flow during the seasonal operating period. Primary uses of liquidity include operating expenses, capital expenditures, interest payments, and income tax obligations. With the Company's revolving credit facility and cash on hand, the Company has sufficient liquidity to satisfy existing cash obligations at least through one year of the filing date of this Form 10-Q. The Company's capital allocation priorities include reducing outstanding debt and reinvesting in the business. As such, the Company has not declared a dividend and has no immediate plans to do so. Capital expenditures for the Company are expected to total between $425 million and $450 million in 2026. Cash interest payments for the Company are expected to range from $300 million to $320 million in 2026. Cash payments for income taxes for the Company, excluding a $40 million income tax refund claimed on the 2024 federal tax return, are expected to range from $25 million to $30 million in 2026. As of March 29, 2026, deferred revenue totaled $380.7 million, including non-current deferred revenue and deferred revenue classified as held for sale. This represented an increase of $6.5 million compared with total deferred revenue as of March 30, 2025. The increase in total deferred revenue was largely attributable to higher season pass and membership sales, as well as higher advanced single day sales and increased deposits on group events and catering. 29 Table of Contents Cash Flows The following table presents key cash flow information for the three months ended March 29, 2026 and March 30, 2025: Three months ended March 29, 2026 March 30, 2025 (Amounts in thousands) Net cash for operating activities $ (83,159) $ (178,036) Net cash for investing activities (53,964) (139,932) Net cash from financing activities 163,688 296,425 Effect of exchange rate on cash and cash equivalents (1,189) (119) Net increase (decrease) in cash and cash equivalents $ 25,376 $ (21,662) Net cash for operating activities for the first three months of 2026 totaled $83.2 million, a decrease of $94.9 million compared with the same period in the prior year. The decrease was primarily due to higher earnings, favorable working capital largely driven by payment timing and less merger integration related costs. Net cash for investing activities for the first three months of 2026 totaled $54.0 million, a decrease of $86.0 million compared with the same period in the prior year. The decrease was due to a planned reduction in capital expenditures in the current period, particularly for marketable rides and attractions. Net cash from financing activities for the first three months of 2026 totaled $163.7 million, a decrease of $132.7 million compared with the same period in the prior year. The decrease was primarily attributable to lower revolving credit facility borrowings and debt issuance costs incurred in the current year. These amounts were somewhat offset by lower payments for tax withholding for equity compensation. Contractual Obligations As of March 29, 2026, the Company's primary contractual obligations consisted of outstanding long-term debt agreements and related interest, certain obligations pertaining to the Partnership Parks (see Note 7 to the accompanying consolidated financial statements), and various commitments under lease agreements. The Company has also committed to certain capital expenditures, most of which will be paid within twelve months, and license commitments through 2034. Before reduction for debt issuance costs, original issue discount and acquisition fair value layers, the Company's long-term debt agreements as of March 29, 2026 consisted of the following: • $1,481 million of senior secured term debt, maturing in May 2031 under the 2024 Credit Agreement, as amended. Amortization payments of $15.0 million per year, paid in equal quarterly installments, are required to be made on the term debt. The term debt bears interest at a rate equal to SOFR plus a margin of 200 bps per annum or base rate plus a margin of 100 bps per annum. There was $15.0 million of current maturities outstanding and payable within the next twelve months as of March 29, 2026 related to the senior secured term debt facility. • $300 million of 6.500% senior unsecured notes, maturing in October 2028. Interest is payable under the 2028 senior notes semi-annually in April and October. • $500 million of 5.250% senior unsecured notes, maturing in July 2029. Interest is payable under the 2029 senior notes semi-annually in January and July. • $800 million of 7.250% senior unsecured notes, maturing in May 2031. Interest is payable under the 2031 Six Notes semi-annually in May and November. • $850 million of 6.625% senior secured notes, maturing in May 2032. Interest is payable under the 2032 Six Notes semi-annually in May and November. • $1,000 million of 8.625% senior unsecured notes, maturing in January 2032. Interest is payable under the 2032 senior notes semi-annually in January and July. • $457 million of borrowings under the $850 million senior secured revolving credit facility under the 2024 Credit Agreement, as amended. 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; matures on 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; 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 3.5x Net First Lien Leverage Ratio (as defined in the 2024 Credit Agreement, as amended). The 2024 Credit Agreement also provides for the issuance of documentary and 30 Table of Contents standby letters of credit. After letters of credit of $47.3 million as of March 29, 2026, the Company had $345.5 million of availability under the revolving credit facility. Letters of credit are primarily in place to backstop insurance arrangements. 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. The maximum Net First Lien Leverage Ratio is 5.0x beginning with the test period ending on or about December 31, 2025, with step-downs of 25 bps after every four consecutive quarters, culminating at 4.5x beginning with the test period ending on or about December 31, 2027. The 2024 Credit Agreement, as amended, and fixed rate note agreements include restricted payment provisions, which could limit the Company's ability to pay dividends. Under the 2024 Credit Agreement, as amended, if the pro forma Net Secured Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 3.00x, the Company can make unlimited restricted payments so long as no event of default has occurred and is continuing. If the pro forma Net Total Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 5.25x, the Company can make restricted payments up to the then-available Cumulative Credit (as defined in the 2024 Credit Agreement), so long as no event of default has occurred and is continuing. Irrespective of any leverage calculations, the Company can make restricted payments not to exceed the greater of 7.0% of Market Capitalization (as defined in the 2024 Credit Agreement) and $200 million annually. Pursuant to the terms of the indentures governing the Company's senior notes, if the pro forma Total Indebtedness to Consolidated Cash Flow Ratio (as defined in the indentures governing the 2028 senior notes, 2029 senior notes and 2031 Six Notes) or the pro forma Net Total Leverage Ratio (as defined in the 2032 senior notes and the 2032 Six Notes) is less than or equal to 5.50x, the Company can make restricted payments up to its restricted payment pool so long as no default or event of default has occurred and is continuing or would occur as a consequence thereof. The Company's pro forma Total Indebtedness to Consolidated Cash Flow Ratio and pro forma Net Total Leverage Ratio were greater than 5.50x as of March 29, 2026. Financial and Non-Financial Disclosure About Issuers and Guarantors of Registered Senior Notes Two tranches of fixed rate senior notes outstanding as of March 29, 2026 were registered under the Securities Act of 1933: the 2028 and 2029 senior notes, or the "registered senior notes". The Company, Canada's Wonderland Company ("Cedar Canada"), Magnum Management Corporation ("Magnum"), and Millennium Operations LLC (“Millennium”) are the co-issuers of the registered senior notes. Substantially concurrently with the closing and in connection with the Mergers, the Company entered into supplemental indentures to assume all of Former Cedar Fair's obligations under the indentures governing the registered senior notes. Pursuant to the supplemental indentures, each of the Former Six Flags subsidiary guarantors under the 2024 Credit Agreement agreed to fully and unconditionally guarantee the registered senior notes. As a result, the registered senior notes are irrevocably and unconditionally guaranteed, on a joint and several basis, by each wholly owned subsidiary of the Company (other than the co-issuers) that guarantees the credit facilities under the 2024 Credit Agreement, as amended. A full listing of the issuers and guarantors of the registered senior notes can be found within Exhibit 22. The registered senior notes each rank equally in right of payment with all of each issuer’s existing and future senior unsecured debt. However, the registered senior notes rank effectively junior to any secured debt to the extent of the value of the assets securing such debt, including under the 2024 Credit Agreement and the 2032 Six Notes. In the event that the co-issuers (except for the Company) or any subsidiary guarantor is released from its obligations under the 2024 Credit Agreement, such entity will also be released from its obligations under the 2029 senior notes and from its guarantee under the 2028 senior notes. In addition, the co-issuers (except for the Company) or any subsidiary guarantor can be released from its obligations under the registered senior notes under the following circumstances, assuming the associated transactions are in compliance with the applicable provisions of the indentures governing the registered senior notes: i) in the case of co-issuers (other than the Company), any direct or indirect sale, conveyance or other disposition of the capital stock of such entity following which the entity ceases to be a direct or indirect subsidiary of the Company or a sale or disposition of all or substantially all of the assets of such entity made in accordance with the applicable indenture; ii) if such entity is dissolved or liquidated; iii) if an entity is designated as an Unrestricted Subsidiary (as defined in each indenture); iv) in the case of the 2029 senior notes, upon transfer of such entity in a qualifying transaction if following such transfer the entity ceases to be a direct or indirect Restricted Subsidiary (as defined in each indenture) of the Company or is a Restricted Subsidiary that is not a guarantor under any credit facility; or v) in the case of the subsidiary guarantors, upon a discharge of the indenture or upon any legal defeasance or covenant defeasance of the indenture. The obligations of each guarantor are limited to the extent necessary to prevent such guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. This provision may not, however, protect a guarantee from being voided under fraudulent transfer law, or may reduce the applicable guarantor’s obligation to an amount that effectively makes its guarantee worthless. If a guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness of the guarantor, and depending on the amount of such indebtedness, could reduce the guarantee to zero. Each guarantor that makes a payment or distribution under a guarantee is entitled to a pro rata contribution from each other guarantor based on the respective net assets of the guarantors. 31 Table of Contents The following tables provide summarized financial information for each of the co-issuers and guarantors of the registered senior notes (the "Obligor Group") as of March 29, 2026 and December 31, 2025. Each entity that was a co-issuer of the registered senior notes is presented separately. The subsidiaries that guaranteed the registered senior notes are presented on a combined basis with intercompany balances and transactions between entities in such guarantor subsidiary group eliminated. Intercompany balances and transactions between the co-issuers and guarantor subsidiaries were not eliminated. Certain subsidiaries did not guarantee the credit facilities or senior notes (the "non-guarantor" subsidiaries). The summarized financial information excludes results of the non-guarantor subsidiaries. The Obligor Group's amounts due from, amounts due to, and transactions with the non-guarantor subsidiaries have not been eliminated and included intercompany receivables from non-guarantors of $134.0 million and $188.3 million as of March 29, 2026 and December 31, 2025, respectively. Summarized Financial Information (In thousands) Six Flags Entertainment Corporation Magnum (Co-Issuer Subsidiary) Cedar Canada (Co-Issuer Subsidiary) Millennium (Co-Issuer Subsidiary) Guarantor Subsidiaries Balance as of March 29, 2026 Current Assets $ 64,691 $ 88,637 $ 40,359 $ 1,127,728 $ 2,384,143 Non-Current Assets 2,801,065 2,741,730 774,517 1,398,541 6,499,070 Current Liabilities 366,726 2,274,084 19,617 253,475 983,621 Non-Current Liabilities 2,791,525 — 365,308 2,364,746 368,299 Balance as of December 31, 2025 Current Assets $ 59,668 $ 2,111 $ 56,479 $ 887,723 $ 1,820,677 Non-Current Assets 3,439,598 2,811,157 781,219 1,402,519 4,015,427 Current Liabilities 338,597 2,204,997 22,285 221,884 245,819 Non-Current Liabilities 2,942,007 12,648 363,109 2,129,633 437,733 Three Months Ended March 29, 2026 Net revenues $ — $ — $ 589 $ 93,463 $ 86,177 Operating (loss) income (1,283) 1,130 (11,877) 5,520 (273,251) Net loss (227,184) (65,886) (23,879) (30,127) (327,495) Twelve Months Ended December 31, 2025 Net revenues $ — $ 416 $ 158,708 $ 1,331,570 $ 1,239,646 Operating (loss) income (12,255) (699,605) 53,902 761,762 (1,131,531) Net (loss) income (1,131,755) 3,573 110,407 510,909 (515,965) 32 Table of Contents Forward Looking Statements Some of the statements contained in this report (including the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" section) that are not historical in nature are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements as to management's expectations, beliefs, goals and strategies regarding the future. Words such as "anticipate," "believe," "create," "expect," "future," "guidance," "intend," "plan," "potential," "seek," "synergies," "target," "objective," "will," "would," similar expressions, and variations or negatives of these words identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. These forward-looking statements may involve current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions that are difficult to predict, may be beyond the Company's control and could cause actual results to differ materially from those described in such statements. Although management believes that the expectations reflected in such forward-looking statements are reasonable, they can give no assurance that such expectations will prove to be correct, or that the Company's growth and operational strategies will achieve the target results. Important risks and uncertainties that may cause such a difference and could adversely affect attendance at the Company's parks, future financial performance, and/or the Company's growth strategies, and could cause actual results to differ materially from expectations or otherwise to fluctuate or decrease, include, but are not limited to: failure to realize the anticipated benefits of the Mergers, including difficulty in integrating the businesses of Former Six Flags and Cedar Fair; failure to realize the expected amount and timing of cost savings and operating synergies related to the mergers; failure to realize the expected amount and timing of benefits related to the 2026 Sale Transaction or the sale of the amusement and water park located in Bowie, Maryland; adverse weather conditions; general economic, political and market conditions, including global trade; the impacts of pandemics or other public health crises, including the effects of government responses on people and economies; competition for consumer leisure time and spending or other changes in consumer behavior or sentiment for discretionary spending; unanticipated construction delays or increases in construction or supply costs; changes in capital investment plans and projects; anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the Company’s operations; the impact of any potential shareholder activism; failure to attract, motivate and retain qualified domestic and international employees and key personnel; legislative, regulatory and economic developments and changes in laws, regulations, and policies affecting the Company; acts of terrorism or outbreak or escalation of war, hostilities, civil unrest, and other political or security disturbances; and other risks and uncertainties discussed in the Company's Annual Report on Form 10-K and in the other filings made from time to time with the SEC. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q and are based on information currently and reasonably known to management. The Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the filing date of this report.