What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 182 added, 197 removed, 588 unchanged (39% of the section changed)

3 unchanged sentences

(In thousands)

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

June 28, 2026 December 31, 2025 June 29, 2025

Current assets:

3 unchanged sentences

Income tax receivables 42,908 54,360 13,656

Escrow receivables 41,199 — —

Inventories 80,133 68,537 99,142

Prepaid insurance 18,451 8,962 19,799

Other current assets 77,957 49,654 75,430

Assets held for sale 347,153 — —

550,232 472,868 513,335

19 unchanged sentences

Other accrued liabilities 111,667 67,150 88,590

Liabilities held for sale 66,940 — —

1,310,808 685,118 991,985

14 unchanged sentences

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)

107,746 shares issued and 102,313 shares outstanding as of June 28, 2026 ( 107,128 and 101,696 shares as of December 31, 2025 and 106,687 and 101,254 shares as of June 29, 2025, respectively)

1,023 1,017 1,013

8 unchanged sentences

(In thousands, except per share amounts)

Three months ended

March 29, 2026 March 30, 2025

Three months ended Six months ended

June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Net revenues:

13 unchanged sentences

776,315 855,911 1,314,185 1,378,995

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

Operating income (loss) 88,604 74,479 ( 223,639 ) ( 246,548 )

Interest expense, net 102,052 92,409 196,980 179,444

1 unchanged sentence

Other expense (income), net 6,678 ( 19,381 ) 12,417 ( 20,965 )

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

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

(Loss) income before taxes ( 20,126 ) 1,451 ( 437,089 ) ( 405,027 )

Provision (benefit) for taxes 157,410 76,283 9,047 ( 110,477 )

Net loss ( 177,536 ) ( 74,832 ) ( 446,136 ) ( 294,550 )

Net loss attributable to non-controlling interests — —

Net income attributable to non-controlling interests 25,084 24,816 25,084 24,816

Net loss attributable to Six Flags Entertainment Corporation $ ( 202,620 ) $ ( 99,648 ) $ ( 471,220 ) $ ( 319,366 )

Net loss $ ( 177,536 ) $ ( 74,832 ) $ ( 446,136 ) $ ( 294,550 )

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

Other comprehensive income, (net of tax):

Foreign currency translation 23,225 36,090 21,557 45,128

Defined benefit retirement plan — 233 — 409

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

Other comprehensive income, (net of tax) 23,225 36,323 21,557 45,537

Comprehensive loss ( 154,311 ) ( 38,509 ) ( 424,579 ) ( 249,013 )

Comprehensive loss attributable to non-controlling interests — —

Comprehensive income attributable to non-controlling interests 25,084 24,816 25,084 24,816

Comprehensive loss attributable to Six Flags Entertainment Corporation $ ( 179,395 ) $ ( 63,325 ) $ ( 449,663 ) $ ( 273,829 )

10 unchanged sentences

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

Net loss attributable to Six Flags Entertainment Corporation — — — ( 99,648 ) — ( 99,648 )

Equity-based compensation 180 3 4,343 — — 4,346

Foreign currency translation adjustment — — — — 36,090 36,090

Defined benefit retirement plan — — — — 233 233

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

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

Net loss attributable to Six Flags Entertainment Corporation — — — ( 202,620 ) — ( 202,620 )

Equity-based compensation 325 6 14,890 — — 14,896

Foreign currency translation adjustment — — — — 23,225 23,225

Balance as of June 28, 2026 102,313 $ 1,023 $ 2,260,180 $ ( 2,234,589 ) $ 88,113 $ 114,727

For the six 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

1 unchanged sentence

Equity-based compensation 904 9 6,758 — — 6,767

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

Foreign currency translation adjustment — — — — 45,128 45,128

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

— — — — 409 409

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

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

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 — — — — 21,557 21,557

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

Balance as of June 28, 2026 102,313 $ 1,023 $ 2,260,180 $ ( 2,234,589 ) $ 88,113 $ 114,727

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

2 unchanged sentences

(In thousands)

Three months ended

March 29, 2026 March 30, 2025

CASH FLOWS FOR OPERATING ACTIVITIES

Six months ended

June 28, 2026 June 29, 2025

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss $ ( 446,136 ) $ ( 294,550 )

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

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

Depreciation and amortization 215,124 236,958

5 unchanged sentences

Deferred income tax benefit ( 1,738 ) ( 124,323 )

Interest accretion on NCI call option liability 26,772 17,633

Other non-cash expenses 13,713 8,669

8 unchanged sentences

Increase (decrease) in accrued salaries, wages and benefits 21,823 22,061

Increase (decrease) in self-insurance reserves ( 9,926 ) ( 2,961 )

Increase (decrease) in other liabilities ( 24,231 ) 19,172

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

CASH FLOWS FOR INVESTING ACTIVITIES

Net cash from operating activities 152,695 8,944

CASH FLOWS FROM (FOR) INVESTING ACTIVITIES

Capital expenditures ( 149,488 ) ( 308,079 )

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

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from sale of parks 257,886 —

Net cash from (for) investing activities 108,398 ( 308,079 )

CASH FLOWS (FOR) FROM FINANCING ACTIVITIES

Net borrowings on revolving credit loans ( 182,000 ) 57,134

Term debt borrowings — 500,000

Note borrowings 1,000,000 —

Term debt payments ( 3,740 ) ( 2,500 )

Note payments ( 1,000,000 ) ( 200,000 )

1 unchanged sentence

Payments related to tax withholding for equity compensation ( 7,129 ) ( 19,312 )

Net cash from financing activities 163,688 296,425

Purchase of redeemable non-controlling interests ( 7,578 ) ( 7,794 )

Net cash (for) from financing activities ( 218,014 ) 323,742

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 315 ( 395 )

CASH AND CASH EQUIVALENTS

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

Net increase for the period 43,394 24,212

Balance, beginning of period 91,134 83,174

3 unchanged sentences

Interest capitalized 4,912 6,456

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

Net cash payments for income taxes 4,456 11,052

Capital expenditures in accounts payable 41,121 33,874

26 unchanged sentences

(a) revenues from multi-use products are generally recognized over the estimated number of uses expected for each type of product;

and the estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration, which generally occurs no later than the close of the operating season associated with each product;

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

(b) certain seasonal operating costs are expensed over each park’s operating season, including some costs incurred prior to the season, which are deferred and amortized over the season;

1 unchanged sentence

Contingencies

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

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

From time to time, the Company is a party to various other claims and lawsuits in the normal course of business.

In the opinion of management, none of these matters are expected to have a material effect in the aggregate on the unaudited consolidated financial statements, business, financial condition or results of operations.

Putative Securities Class Action Lawsuit

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 Company owed $ 40.0 million to settle the claims, an amount that was fully funded by insurance carriers.

Therefore, the consolidated balance sheet in the prior periods included a $ 40.0 million receivable recorded within "Litigation recoveries" and a corresponding $ 40.0 million liability recorded within "Litigation reserves".

During the second quarter of 2026, the settlement funds were distributed, and the related receivable and liability were settled.

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.

26 unchanged sentences

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.

Competing motions seeking to appoint a lead plaintiff have been pending since January 2026.

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

Matthew Whitfield v.

6 unchanged sentences

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.

Stockholder Demands

On January 28, 2026 and June 2, 2026, the Company received two separate stockholder litigation demands requesting that the Board investigate the allegations in the Securities Action and pursue claims on the Company's behalf based on those allegations.

The Board has formed a Demand Committee to consider the demands.

Self-Insurance Reserves

20 unchanged sentences

(“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”.

73 unchanged sentences

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.

Approximately $ 120 million of the current deferred revenue balance as of January 1, 2026 was recognized during the six months ended June 28, 2026.

As of June 28, 2026 and June 29, 2025, $ 15.1 million and $ 7.6 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 $ 10.5 million of COVID-19 related benefits as of June 28, 2026.

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

6 unchanged sentences

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.

As of June 28, 2026, December 31, 2025 and June 29, 2025, a $ 23.6 million, $ 12.0 million and $ 24.7 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.

1 unchanged sentence

(4) Long-Lived Assets:

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

As of June 28, 2026, December 31, 2025, and June 29, 2025, property and equipment was classified as follows:

(In thousands) June 28, 2026 December 31, 2025 June 29, 2025

Land $ 765,408 $ 805,958 $ 806,088

20 unchanged sentences

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:

2 unchanged sentences

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 sale of the US properties closed on April 6, 2026 and the sale of the Canadian property closed on May 15, 2026.

In conjunction with the 2026 Sale Transaction, the Company recognized a $ 37.8 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.

The loss assumes the Company is 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 at a later date, 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:

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

Six Flags Fiesta Texas, Six Flags Great Adventure (including Six Flags Hurricane Harbor New Jersey and Wild Safari Adventure), Six Flags Great America (including Six Flags Hurricane Harbor Chicago), Six Flags Magic Mountain (including Six Flags Hurricane Harbor Los Angeles), Six Flags Mexico (including Six Flags Hurricane Harbor Oaxtepec), Six Flags New England, Six Flags Over Georgia (including Six Flags White Water), and Six Flags Over Texas (including Six Flags Hurricane Harbor Arlington).

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

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

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

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

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 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 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 totaling $ 1.34 billion.

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.

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

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

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

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

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

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

Valuation assumptions about future performance could adversely change and result in further goodwill and/or trade name impairment that would have a material effect on the Company's financial position and results of operations in future periods.

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

Changes in the carrying value of goodwill for the three months ended March 29, 2026 and March 30, 2025 were:

Changes in the carrying value of goodwill for the six months ended June 28, 2026 and June 29, 2025 were:

(In thousands) Gross Goodwill Accumulated Impairment Losses Net Goodwill

1 unchanged sentence

Foreign currency translation 6,672 — 6,672

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

Balance as of June 28, 2026 $ 3,637,624 $ ( 1,559,272 ) $ 2,078,352

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

1 unchanged sentence

Foreign currency translation 37,856 — 37,856

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:

Balance as of June 29, 2025 $ 3,615,349 $ ( 216,259 ) $ 3,399,090

As of June 28, 2026, December 31, 2025, and June 29, 2025, other intangible assets consisted of the following:

(In thousands) Gross

1 unchanged sentence

Amortization Net

March 29, 2026

June 28, 2026

Trade names (1)

7 unchanged sentences

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

March 30, 2025

June 29, 2025

Trade names (1)

5 unchanged sentences

Other trade names are indefinite-lived.

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

In connection with the 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 during the first quarter of 2026 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 reporting units, as well as the Six Flags trade name and Schlitterbahn trade name for impairment.

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

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

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

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

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

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

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

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

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.

(6) Long-Term Debt:

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

Long-term debt as of June 28, 2026, December 31, 2025, and June 29, 2025 consisted of the following:

(In thousands) June 28, 2026 December 31, 2025 June 29, 2025

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

2 unchanged sentences

1,477,462 1,481,221 1,492,500

2025 senior secured notes at 7.000 %

2027 senior unsecured notes at 5.375 %

28 unchanged sentences

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).

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

There was $ 90.0 million of outstanding gross borrowings under the revolving credit facility as of June 28, 2026.

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

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.

After letters of credit totaling $ 57.2 million, the Company had $ 702.8 million of availability under its revolving credit facility as of June 28, 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.

14 unchanged sentences

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.

As a result of the refinancing of the 2027 senior notes and 2027 Six Notes and during the first quarter of 2026, the Company 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 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.

4 unchanged sentences

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 Company was in compliance with the financial maintenance covenant as of June 28, 2026.

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.

3 unchanged sentences

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.

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 June 28, 2026.

(7) Non-Controlling Interests

7 unchanged sentences

(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 Company's ownership of units as of March 29, 2026, the Company's share of the distribution will be approximately $ 42.6 million.

Based on the Company's ownership of units as of June 28, 2026, the Company's share of the distribution will be approximately $ 43.3 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.

The capital expenditures at the Partnership Parks is expected to be in excess of the minimum required expenditures for 2026 and was in excess of the minimum required expenditures for 2025.

(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 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.

partnership interest tendered during such time period must be fully paid no later than May 15th of that year (the "Partnership Park Put").

The Company was 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 Company 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 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.

Pursuant to the minimum price floor, the implied valuation of the Partnership Parks using the Specified Price, if determined as of June 28, 2026, is $ 409.7 million in the case of SFOG and $ 527.4 million in the case of SFOT.

As of June 28, 2026, the Company owned approximately 32.1 % and 56.9 % 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.

3 unchanged sentences

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.

As of June 28, 2026, the agreed-upon value, as adjusted for CPI, would be $ 535.6 million for SFOG.

The agreed-upon value, if determined as of June 28, 2026, multiplied by the 68.5 % of units held by the limited partner for SFOG represent $ 367.2 million that would be required to be paid to the limited partner of SFOG at the End-of-Term Option.

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

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

11 unchanged sentences

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.

"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.

1 unchanged sentence

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

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:

For the six months ended June 28, 2026 and June 29, 2025 , $ 26.8 million and $ 17.6 million of accretion was recorded as interest expense within the unaudited consolidated statement of operations and comprehensive loss, respectively.

In addition, an accrued minimum distribution payment due to the Georgia Partnership of $ 12.9 million was recorded within "Other accrued liabilities" on the unaudited consolidated balance sheet as of June 28, 2026.

Changes in the carrying value of the Georgia Partnership for the six months ended June 28, 2026 were:

(In thousands) SFOG

Balance as of December 31, 2025 $ 323,902

Purchase of redeemable units —

Gain on purchase of units at put option price —

Interest accretion 26,772

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.

Balance as of June 28, 2026 $ 350,674

Changes in the carrying value of the Texas Partnership for the six months ended June 28, 2026 were:

(In thousands) SFOT

Balance as of December 31, 2025 $ 235,047

Purchase of redeemable units ( 7,578 )

Distributions earned by non-controlling interests 12,182

Distributions paid to non-controlling interests —

Balance as of June 28, 2026 $ 239,651

(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's income tax provision was $ 9.0 million for the six months ended June 28, 2026 compared with an income tax benefit of $ 110.5 million for the six months ended June 29, 2025.

The effective tax rate for the six months ended June 28, 2026 was ( 2.1 )% and 27.3 % for the six months ended June 29, 2025.

The effective tax rate for the six months ended June 28, 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's income tax provision was $ 157.4 million for the three months ended June 28, 2026 compared with $ 76.3 million for the three months ended June 29, 2025.

The effective tax rate for the three months ended June 28, 2026 differed from the U.S.

federal statutory rate of 21% primarily as a result of a revised estimated annual effective tax rate due to a reduction in forecasted annual pre-tax income as a result of reflecting the impact of the 2026 Sale Transaction and other changes to forecasted annual pre-tax income, together with higher non-deductible executive compensation related to severance payments incurred in connection with executive leadership transitions during the period.

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.

As of June 28, 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.

During the six months ended June 28, 2026 and June 29, 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).

7 unchanged sentences

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 months ended March 29, 2026 and March 30, 2025.

The following summarizes pension costs and the weighted-average assumptions used to determine net cost for the three and six months ended June 28, 2026 and June 29, 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

The Company did not make any pension contributions during the six month periods ended June 28, 2026 and June 29, 2025.

Three months ended Six months ended

(In thousands) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Interest cost $ 1,876 $ 1,970 $ 3,763 $ 3,939

Expected return on plan assets ( 1,905 ) ( 2,236 ) ( 3,801 ) ( 4,471 )

Amortization of net actuarial loss — — — —

Administrative fees — 213 — 425

1 unchanged sentence

Discount rate 5.20 % 5.40 % 5.20 % 5.40 %

Rate of compensation increase N/A N/A

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

Expected return on plan assets 4.85 % 5.75 % 4.85 % 5.75 %

(10) Earnings per Share:

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

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 and six months ended June 28, 2026 and June 29, 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 and six months ended June 28, 2026 and June 29, 2025 are as follows:

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

June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Net loss attributable to Six Flags Entertainment Corporation $ ( 202,620 ) $ ( 99,648 ) $ ( 471,220 ) $ ( 319,366 )

3 unchanged sentences

Diluted $ ( 1.99 ) $ ( 0.99 ) $ ( 4.64 ) $ ( 3.18 )

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 %.

There were approximately 2.7 million antidilutive shares excluded from the computation of diluted loss per share of common stock for the three and six months ended June 28, 2026.

The antidilutive shares included 1.3 million of outstanding restricted stock and restricted stock units, 0.9 million of outstanding performance 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 June 28, 2026 at target, or 100 %.

The maximum payout for 0.7 million of the outstanding performance stock units is 100 %, and the maximum payout for the remaining 0.2 million of outstanding performance stock units is 200 %.

(11) Fair Value Measurements:

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

Value Carrying Value Fair

The table below presents the balances of assets and liabilities measured at fair value as of June 28, 2026, December 31, 2025, and June 29, 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 June 28, 2026 December 31, 2025 June 29, 2025

Carrying Value Fair Value Carrying Value Fair Value Carrying Value Fair Value

Assets (liabilities) measured on a recurring basis:

24 unchanged sentences

Level 2 $ ( 1,000,000 ) $ ( 1,030,000 ) — — — —

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.

(1) Carrying values of long-term debt balances are before reductions for (1) current maturities of long-term debt of $ 15.0 million as of June 28, 2026, December 31, 2025 and June 29, 2025;

(2) debt issuance costs and original issue discount of $ 52.5 million, $ 43.3 million and $ 48.6 million as of June 28, 2026, December 31, 2025 and June 29, 2025, respectively;

and (3) acquisition fair value layers of $ 22.0 million, $ 21.2 million and $ 21.9 million as of June 28, 2026, December 31, 2025 and June 29, 2025, respectively.

In connection with the 2026 Sale Transaction, the Company recognized a $ 37.8 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 of $ 37.1 million and $ 1.6 million, respectively.

4 unchanged sentences

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 determination for the disposal group, reporting units and indefinite-lived intangible assets included numerous assumptions based on Level 3 inputs.

The fair value of the 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.

1 unchanged sentence

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

There were no assets measured at fair value on a non-recurring basis as of June 28, 2026, December 31, 2025 or June 29, 2025.

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

10 unchanged sentences

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 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

Three months ended Six months ended

(In thousands) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Net revenues $ 864,919 $ 930,390 $ 1,090,546 $ 1,132,447

16 unchanged sentences

Costs related to the Mergers (4)

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

3,716 11,030 8,630 26,670

Severance (5)

16,700 23,823 16,964 27,200

8,045 4,626 12,504 8,181

(Loss) income before taxes $ ( 20,126 ) $ 1,451 $ ( 437,089 ) $ ( 405,027 )

(1) Consists of credit card fees, royalties and other revenue processing costs driven by sales volume.

3 unchanged sentences

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

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

Certain employees, including certain executive level employees, were terminated as part of executive leadership transitions, as well as post-merger productivity and efficiency efforts.

(6) 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;

certain costs at the non-operational parks (as defined in Management's Discussion and Analysis);

certain recruiting and relocation 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;

1 unchanged sentence

This balance also includes unrealized gains and losses on pension assets and short-term investments.

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.

All of the Company's parks are located in the United States with the exception of two parks in Mexico and one park in Canada (following the sale of the Company's second Canadian park;

see Note 4 ).

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.

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

As of June 28, 2026, December 31, 2025 and June 29, 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.

(In thousands) June 28, 2026 December 31, 2025 June 29, 2025

Domestic $ 6,024,595 $ 6,402,553 $ 7,949,896

1 unchanged sentence

Total $ 6,862,435 $ 7,303,918 $ 8,923,009

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

For the three and six months ended June 28, 2026 and June 29, 2025, net revenues and loss before taxes by domestic and foreign properties were as follows:

Three months ended Six months ended

(In thousands) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Domestic $ 792,680 $ 856,953 $ 992,988 $ 1,038,694

1 unchanged sentence

Total $ 864,919 $ 930,390 $ 1,090,546 $ 1,132,447

Loss before taxes

(Loss) income before taxes

Domestic $ ( 27,304 ) $ ( 14,203 ) $ ( 406,745 ) $ ( 406,144 )

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