What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-05-07 · 259 added, 90 removed, 219 unchanged (61% of the section changed)

3 unchanged sentences

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 Company is North America's largest regional amusement park operator with 20 amusement parks, 14 separately gated water parks and nine resorts.

Of the 34 amusement and water parks, 31 are located in the United States, two are located in Mexico and one is 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.

8 unchanged sentences

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.

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

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

21 unchanged sentences

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

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

The results for the three and six-month periods ended June 28, 2026 are not directly comparable to the results for the three and six-month periods ended June 29, 2025 due to the closure of the combination amusement and waterpark in Bowie, Maryland following the end of the 2025 operating season, and the 2026 Sale Transaction, which closed during the second quarter of 2026 (see Note 4 to the accompanying unaudited consolidated financial statements).

As a result, two tables have been presented below:

(1) on a Reported Basis consistent with the net revenues presented in the unaudited consolidated financial statements, and (2) on a Same-Park Basis or excluding the closed park and the parks sold in the 2026 Sale Transaction (see Results of Operations below regarding how management uses this supplemental information).

REPORTED BASIS

Three months ended Six months ended

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

In-park admissions revenues $ 441,313 $ 485,177 $ 554,754 $ 591,488

4 unchanged sentences

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

SAME-PARK BASIS

Three months ended Six months ended

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

In-park admissions revenues $ 441,251 $ 437,662 $ 553,691 $ 542,894

In-park product revenues 384,298 365,927 472,922 443,419

In-park revenues 825,549 803,589 1,026,613 986,313

Out-of-park revenues 63,931 66,231 89,130 85,550

Concessionaire remittances (25,019) (25,584) (30,419) (31,664)

Net revenues $ 864,461 $ 844,236 $ 1,085,324 $ 1,040,199

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

1 unchanged sentence

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.

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 future 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.

11 unchanged sentences

• 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.

During the second 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 the 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.

3 unchanged sentences

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.

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 $ %

Six months ended June 28, 2026 vs.

Six months ended June 29, 2025

The results for the six-month period ended June 28, 2026 are not directly comparable to the results for the six-month period ended June 29, 2025 due to the closure of the combination amusement and waterpark in Bowie, Maryland following the end of the 2025 operating season, and the 2026 Sale Transaction, which closed during the second quarter of 2026.

As a result, two analyses have been presented below:

(1) on a Reported Basis consistent with the results presented in the unaudited consolidated financial statements, and (2) on a Same-Park Basis or excluding the closed park and the parks sold in the 2026 Sale Transaction, also referred to as the "non-operational parks".

All other properties are referred to as the "operational parks".

Same-Park Basis amounts and comparisons are presented as supplemental information.

Management believes Same-Park Basis information is meaningful to help evaluate operating performance related only to the operational parks and uses it for this purpose.

REPORTED BASIS

The following table presents key financial information for the Company for the six months ended June 28, 2026 and June 29, 2025 on a Reported Basis.

The results for the six-month period ended June 28, 2026 included 1,984 operating days compared with 2,386 operating days for the six-month period ended June 29, 2025, a decrease of 402 operating days.

Of the 402 operating day decrease, 334 operating days were attributable to the non-operational parks.

Six months ended Increase (Decrease)

June 28, 2026 June 29, 2025 $ %

(Amounts in thousands, except per capita and operating days)

13 unchanged sentences

Operating days 1,984 2,386 (402) (16.8) %

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.

For the six months ended June 28, 2026, net revenues decreased $41.9 million compared with the six months ended June 29, 2025.

The decrease in net revenues reflected the impact of a 1.0 million-visit decrease in attendance and a $2.7 million decrease in out-of-park revenues offset by the impact of a $1.10, or 1.7%, increase in per capita spending.

The decrease in net revenues included a $6.6 million favorable impact of foreign currency exchange rates.

Operating costs and expenses for the six months ended June 28, 2026 decreased $116.4 million compared with the six months ended June 29, 2025.

The decrease in operating costs and expenses was the result of a $93.9 million decrease in operating expenses, a $16.6 million decrease in selling, general and administrative ("SG&A") expenses and a $5.9 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.

The decrease in operating costs and expenses included a $4.3 million unfavorable impact of foreign currency exchange rates.

Depreciation and amortization expense for the six months ended June 28, 2026 decreased $21.8 million compared with the six months ended June 29, 2025 as a result of prior period depreciation at the non-operational parks.

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

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.

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

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.

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 totaling $38.6 million.

After the items above, operating loss for the six months ended June 28, 2026 totaled $223.6 million compared with $246.5 million for the six months ended June 29, 2025.

Net interest expense for the six months ended June 28, 2026 increased $17.5 million largely as a result of the refinancing of the 2027 senior notes and 2027 Six Notes with the 2032 senior notes.

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.

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.

dollar denominated debt to the foreign entities' functional currencies.

During the six months ended June 28, 2026, a provision for income taxes of $9.0 million was recorded compared with a benefit for income taxes of $110.5 million for the six months ended June 29, 2025.

The variance in the provision for income taxes was primarily related to non-recurring activity in both periods.

During the six months ended June 28, 2026, the Company's tax rate was driven by a change in the estimated annual effective tax rate which was further impacted by recorded income tax benefits related to the 2026 Sale Transaction and the associated impairment of the Six Flags and Schlitterbahn trade names.

During the six months ended June 29, 2025, the Company had recorded income tax benefits for non-cash provision to return adjustments related to the Merger-related windup of the Former Cedar Fair partnership.

million, or $4.64 per diluted share of common stock, compared with $319.4 million, or $3.18 per diluted share of common stock, for the six months ended June 29, 2025.

SAME-PARK BASIS

The following table presents key financial information for the Company for the six months ended June 28, 2026 and June 29, 2025 on a Same-Park Basis.

On a Same-Park Basis, operating days decreased 68 days primarily due to the removal of low volume operating days and unfavorable weather at a few waterparks.

Six months ended Increase (Decrease)

June 28, 2026 June 29, 2025 $ %

(Amounts in thousands, except per capita and operating days)

Net revenues $ 1,085,324 $ 1,040,199 $ 45,125 4.3 %

Operating costs and expenses 970,805 1,007,111 (36,306) (3.6) %

Depreciation and amortization 209,067 210,232 (1,165) (0.6) %

Loss on retirement of fixed assets, net 16,061 16,310 (249) (1.5) %

Loss on impairment of goodwill and other intangibles 38,640 — 38,640 100.0 %

Loss on disposal group 37,838 — 37,838 100.0 %

Loss on other assets — 791 (791) (100.0) %

Operating loss $ (187,087) $ (194,245) $ 7,158 3.7 %

Attendance 16,051 15,497 554 3.6 %

Per capita spending $ 63.96 $ 63.65 $ 0.31 0.5 %

Admissions per capita spending $ 34.50 $ 35.03 $ (0.53) (1.5) %

In-park product per capita spending $ 29.46 $ 28.61 $ 0.85 3.0 %

Out-of-park revenues $ 89,130 $ 85,550 $ 3,580 4.2 %

Operating days 1,984 2,052 (68) (3.3) %

For the six months ended June 28, 2026, net revenues on a Same-Park Basis increased $45.1 million compared with the six months ended June 29, 2025.

The Same-Park Basis increase in net revenues reflected the impact of a 0.6 million-visit increase in attendance, the impact of a $0.31, or 0.5%, increase in per capita spending and a $3.6 million increase in out-of-park revenues.

The 0.6 million-visit increase in attendance was driven by an increase in season pass and membership visitation as a result of a larger active pass base and higher cross park visitation.

The $0.31 increase in per capita spending was due to an $0.85 increase in in-park product per capita spending offset by a $0.53 decrease in admissions per capita spending.

Out-of-park revenues increased $3.6 million primarily due to higher revenues from international agreements, some of which were impacted by the timing of the opening of the related parks.

Operating costs and expenses on a Same-Park Basis for the six months ended June 28, 2026 decreased $36.3 million compared with the six months ended June 29, 2025.

The Same-Park Basis decrease in operating costs and expenses was the result of a $24.7 million decrease in operating expenses and a $13.9 million decrease in SG&A expenses slightly offset by a $2.3 million increase in cost of goods sold.

The decrease in operating expenses was primarily due to a $17.5 million decrease in full-time wages driven by prior period post-merger productivity and efficiency efforts (including severance costs), a $4.0 million decrease in anticipated legal settlements, and a $3.4 million decrease in operating supplies driven by planned cost savings initiatives.

The decrease in SG&A expenses was driven by a $15.8 million decrease in advertising costs, some of which is expected to be spent in later periods.

Cost of goods sold increased due to an increase in sales volume.

Cost of goods sold as a percentage of food, merchandise and games revenue decreased 100 bps largely due to a planned decrease in the cost of food and beverage.

Depreciation and amortization expense on a Same-Park Basis for the six months ended June 28, 2026 decreased $1.2 million compared with the six months ended June 29, 2025.

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

There were no meaningful differences in the fluctuations for loss on impairment of goodwill and other intangibles, loss on disposal group, and loss on other assets on a Same-Park Basis as compared with the Reported Basis.

After the items above, operating loss on a Same-Park Basis for the six months ended June 28, 2026 totaled $187.1 million compared with $194.2 million for the six months ended June 29, 2025.

There were no meaningful differences in the fluctuations for net interest expense, loss on early debt extinguishment, other expense (income), and the provision for income taxes on a Same-Park Basis as compared with the Reported Basis.

After the items above and income attributable to non-controlling interests, net loss attributable to Six Flags Entertainment Corporation on a Same-Park Basis for the six months ended June 28, 2026 totaled $434.6 million, or $4.28 per diluted share of common stock, compared with $267.0 million, or $2.66 per diluted share of common stock, for the six months ended June 29, 2025.

Three months ended June 28, 2026 vs.

Three months ended June 29, 2025

The results for the three-month period ended June 28, 2026 are not directly comparable to the results for the three-month period ended June 29, 2025 due to the non-operational parks as defined and described above.

As a result, two analyses have been presented below:

(1) on a Reported Basis as presented in the unaudited consolidated financial statements, and (2) on a Same-Park Basis or excluding the closed park and the parks sold in the 2026 Sale Transaction.

REPORTED BASIS

The following table presents key financial information for the Company for the three months ended June 28, 2026 and June 29, 2025 on a Reported Basis.

The results for the three-month period ended June 28, 2026 included 1,615 operating days compared with 1,993 operating days for the three-month period ended June 29, 2025, a decrease of 378 operating days.

Of the 378 operating day decrease, 334 operating days were attributable to the non-operational parks.

Three months ended Increase (Decrease)

June 28, 2026 June 29, 2025 $ %

(Amounts in thousands, except per capita and operating days)

Net revenues $ 864,919 $ 930,390 $ (65,471) (7.0) %

Operating costs and expenses 644,785 710,765 (65,980) (9.3) %

Depreciation and amortization 107,775 134,628 (26,853) (19.9) %

Loss on retirement of fixed assets, net 13,888 10,518 3,370 32.0 %

Loss on disposal group 9,867 — 9,867 100.0 %

Operating income $ 88,604 $ 74,479 $ 14,125 19.0 %

Attendance 13,128 14,191 (1,063) (7.5) %

Per capita spending $ 62.89 $ 62.46 $ 0.43 0.7 %

Admissions per capita spending $ 33.62 $ 34.19 $ (0.57) (1.7) %

In-park product per capita spending $ 29.27 $ 28.27 $ 1.00 3.5 %

Out-of-park revenues $ 64,319 $ 71,908 $ (7,589) (10.6) %

Operating days 1,615 1,993 (378) (19.0) %

For the three months ended June 28, 2026, net revenues decreased $65.5 million compared with the three months ended June 29, 2025.

The $65.5 million decrease in net revenues reflected the impact of a 1.1 million-visit decrease in attendance and a $7.6 million decrease in out-of-park revenues offset by the impact of a $0.43, or 0.7%, increase in per capita spending.

The decrease in net revenues included a $3.2 million favorable impact of foreign currency exchange rates.

Operating costs and expenses for the three months ended June 28, 2026 decreased $66.0 million compared with the three months ended June 29, 2025.

The decrease in operating costs and expenses was the result of a $61.3 million decrease in operating expenses and a $5.5 million decrease in cost of goods sold offset by a $0.9 million increase in SG&A expenses.

The decrease in operating costs and expenses included a $1.7 million unfavorable impact of foreign currency exchange rates.

Depreciation and amortization expense for the three months ended June 28, 2026 decreased $26.9 million compared with the three months ended June 29, 2025 driven by prior period depreciation expense at the non-operational parks.

The loss on retirement of fixed assets for both periods was due to retirement of assets in the normal course of business.

The current period loss on retirement of fixed assets included the disposal of certain elements of sunset attractions.

In connection with the 2026 Sale Transaction, the Company recognized $9.9 million of additional loss equal to changes in estimated working capital and other closing related adjustments.

After the items above, operating income for the three months ended June 28, 2026 totaled $88.6 million compared with $74.5 million for the three months ended June 29, 2025.

Net interest expense for the three months ended June 28, 2026 increased $9.6 million largely as a result of the refinancing of the 2027 senior notes and 2027 Six Notes with the 2032 senior notes.

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

dollar denominated debt to the foreign entities' functional currencies.

During the three months ended June 28, 2026, a provision for income taxes of $157.4 million was recorded compared with $76.3 million for the three months ended June 29, 2025.

The increase in the provision for income taxes was primarily attributable to a

change in estimated annual effective tax rate, the effects of the non-controlling interest distribution, accretion on the Six Flags Over Georgia call option liability, and non-deductible executive compensation.

After the items above and income attributable to non-controlling interests, net loss attributable to Six Flags Entertainment Corporation for the three months ended June 28, 2026 totaled $202.6 million, or $1.99 per diluted share of common stock, compared with $99.6 million, or $0.99 per diluted share of common stock, for the three months ended June 29, 2025.

SAME-PARK BASIS

The following table presents key financial information for the Company for the three months ended June 28, 2026 and June 29, 2025 on a Same-Park Basis.

On a Same-Park Basis, operating days decreased 44 days primarily driven by fewer operating days at a few waterparks as a result of unfavorable weather and the removal of low volume operating days.

Three months ended Increase (Decrease)

June 28, 2026 June 29, 2025 $ %

(Amounts in thousands, except per capita and operating days)

Net revenues $ 864,461 $ 844,236 $ 20,225 2.4 %

Operating costs and expenses 636,336 629,682 6,654 1.1 %

Depreciation and amortization 107,754 117,828 (10,074) (8.5) %

Loss on retirement of fixed assets, net 13,722 9,263 4,459 48.1 %

Loss on disposal group 9,867 — 9,867 100.0 %

Operating income $ 96,782 $ 87,463 $ 9,319 10.7 %

Attendance 13,128 12,679 449 3.5 %

Per capita spending $ 62.88 $ 63.38 $ (0.50) (0.8) %

Admissions per capita spending $ 33.61 $ 34.52 $ (0.91) (2.6) %

In-park product per capita spending $ 29.27 $ 28.86 $ 0.41 1.4 %

Out-of-park revenues $ 63,931 $ 66,231 $ (2,300) (3.5) %

Operating days 1,615 1,659 (44) (2.7) %

For the three months ended June 28, 2026, net revenues on a Same-Park Basis increased $20.2 million compared with the three months ended June 29, 2025.

The Same-Park Basis increase in net revenues reflected the impact of a 0.4 million-visit increase in attendance offset by the impact of a $0.50, or 0.8%, decrease in per capita spending and a $2.3 million decrease in out-of-park revenues.

The 0.4 million-visit increase in attendance was driven by an increase in season pass and membership visitation as a result of a larger active pass base and higher cross park visitation.

The per capita spending decrease was due to a $0.91 decrease in admissions per capita spending partially offset by a $0.41 increase in in-park product per capita spending.

The $2.3 million decrease in out-of-park revenues was driven by incremental sponsorship revenue in the prior period.

Operating costs and expenses on a Same-Park Basis for the three months ended June 28, 2026 increased $6.7 million compared with the three months ended June 29, 2025.

The Same-Park Basis increase in operating costs and expenses was the result of a $3.4 million increase in SG&A expenses, a $2.2 million increase in cost of goods sold and a $1.0 million increase in operating expenses.

SG&A expenses increased primarily due to a $14.1 million increase in full-time wages, driven by recent executive terminations, and $4.9 million of higher consulting and legal costs, which was mostly offset by $15.1 million of less advertising costs, some of which is expected to be spent in later periods.

Operating expenses increased primarily as a result of $6.9 million of higher maintenance costs largely driven by the timing of projects, as well as smaller increases in credit card fees, live entertainment costs and utilities, offset by a $6.4 million decrease in full-time wages and related benefits in the current period.

The decrease in full-time wages and related benefits was primarily due to the timing of post-merger productivity and efficiency efforts (including severance costs).

Cost of goods sold increased due to an increase in sales volume.

Cost of goods sold as a percentage of food, merchandise and games revenue decreased 20 bps primarily due to a planned decrease in the cost of food and beverage.

Depreciation and amortization expense on a Same-Park Basis for the three months ended June 28, 2026 decreased $10.1 million compared with the three months ended June 29, 2025.

The loss on retirement of fixed assets for both periods was due to retirement of assets in the normal course of business.

The current period loss on retirement of fixed assets included the disposal of certain elements of sunset attractions.

There was not a meaningful difference in the fluctuation for loss on disposal group on a Same-Park Basis as compared with the Reported Basis.

After the items above, operating income on a Same-Park Basis for the three months ended June 28, 2026 totaled $96.8 million compared with $87.5 million for the three months ended June 29, 2025.

There were no meaningful differences in the fluctuations for net interest expense, other expense (income), and the provision for income taxes on a Same-Park Basis as compared with the Reported Basis.

After the items above and income attributable to non-controlling interests, net loss attributable to Six Flags Entertainment Corporation on a Same-Park Basis for the three months ended June 28, 2026 totaled $194.4 million, or $1.91 per diluted share of common stock, compared with $86.6 million, or $0.86 per diluted share of common stock, for the three months ended June 29, 2025.

Modified EBITDA and Adjusted EBITDA

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

The table below sets forth a reconciliation of Modified EBITDA and Adjusted EBITDA to net loss for the three-month periods ended March 29, 2026 and March 30, 2025.

Three months ended

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

REPORTED BASIS

The table below sets forth a reconciliation of Modified EBITDA and Adjusted EBITDA to net loss for the three and six-month periods ended June 28, 2026 and June 29, 2025 on a Reported Basis.

Three months ended Six months ended

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

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

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

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

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

Depreciation and amortization 107,775 134,628 215,124 236,958

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Costs related to the Mergers (1)

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

Severance (2)

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

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

Modified EBITDA 268,157 267,434 145,118 96,644

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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 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.

(3) 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;

certain costs at the non-operational parks;

certain recruiting and relocation costs;

cost of goods sold recorded to align inventory standards following

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 six months ended June 28, 2026, Adjusted EBITDA increased $48.2 million compared with the six months ended June 29, 2025.

For the three months ended June 28, 2026, Adjusted EBITDA increased $0.5 million compared with the three months ended June 29, 2025.

SAME-PARK BASIS

The table below sets forth a reconciliation of Modified EBITDA and Adjusted EBITDA to net loss for the three and six-month periods ended June 28, 2026 and June 29, 2025 on a Same-Park Basis, or excluding the closed park and the parks sold in the 2026 Sale Transaction.

Same-Park Basis amounts and comparisons are presented as supplemental information.

Management believes Same-Park Basis information is meaningful to help evaluate operating performance related only to the operational parks and uses it for this purpose.

Three months ended Six months ended

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

Net loss $ (169,352) $ (61,804) $ (409,572) $ (242,173)

Interest expense, net 102,047 92,372 196,972 179,387

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

Depreciation and amortization 107,755 117,828 209,067 210,232

EBITDA 197,860 224,679 5,514 36,969

Loss on early debt extinguishment — — 4,053 —

Non-cash foreign currency loss (gain) 6,655 (19,992) 11,793 (22,214)

Non-cash equity compensation expense 19,585 8,935 23,357 26,011

Loss on retirement of fixed assets, net 13,721 9,263 16,061 16,310

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

Loss on disposal group 9,867 — 37,838 —

Loss on other assets — — — 791

Costs related to the Mergers (1)

3,716 9,908 8,630 25,500

Severance (2)

16,688 20,440 16,926 23,660

5,908 4,626 8,647 7,795

Modified EBITDA 274,000 257,859 171,459 114,822

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

Adjusted EBITDA $ 248,916 $ 233,043 $ 146,375 $ 90,006

(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 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.

(3) 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;

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;

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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.

For the six months ended June 28, 2026, Adjusted EBITDA on a Same-Park Basis increased $56.4 million compared with the six months ended June 29, 2025.

The increase was driven by higher revenues attributable to higher attendance, per capita spending and out-of-park revenues, as well as a reduction in expense primarily due to planned lower expenses for advertising and full-time wages.

For the three months ended June 28, 2026, Adjusted EBITDA on a Same-Park Basis increased $15.9 million compared with the three months ended June 29, 2025.

The increase was driven by higher revenues attributable to higher attendance somewhat offset by a slight increase in expense.

Liquidity and Capital Resources:

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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.

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

As of June 28, 2026, total deferred revenue totaled $431.1 million, including non-current deferred revenue.

This represented a decrease of $29.9 million compared with total deferred revenue as of June 29, 2025.

The decrease in deferred revenue was entirely due to the non-operational parks.

Deferred revenue at the operational parks increased $8.3 million.

The increase in deferred revenue at the operational parks was largely attributable to higher season pass and membership sales, as well as higher advanced single day sales, and was partially offset by higher sponsorship deferred revenue as of June 29, 2025.

The following table presents key cash flow information for the six months ended June 28, 2026 and June 29, 2025:

Six months ended

June 28, 2026 June 29, 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

Net cash from operating activities $ 152,695 $ 8,944

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

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

Effect of exchange rate on cash and cash equivalents 315 (395)

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.

Net increase in cash and cash equivalents $ 43,394 $ 24,212

Net cash from operating activities for the first six months of 2026 totaled $152.7 million, an increase of $143.8 million compared with the same period in the prior year.

The increase was primarily due to higher earnings, favorable working capital largely driven by payment timing and less merger integration related costs.

Net cash from investing activities for the first six months of 2026 totaled $108.4 million, an increase of $416.5 million compared with net cash for investing activities for the same period in the prior year.

The increase was due to proceeds from the 2026 Sale Transaction and a planned reduction in capital expenditures in the current period, particularly for marketable rides and attractions.

Net cash for financing activities for the first six months of 2026 totaled $218.0 million, an increase of $541.8 million compared with net cash from financing activities for the same period in the prior year.

The increase was primarily attributable to lower revolving credit facility borrowings in the current year and the additional $500 million of incremental term debt facility borrowings in the prior year offset by the redemption of the 2025 Six Notes in the prior year.

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.

As of June 28, 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.

Before reduction for debt issuance costs, original issue discount and acquisition fair value layers, the Company's long-term debt agreements as of June 28, 2026 consisted of the following:

• $1.48 billion 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.

There was $15.0 million of current maturities outstanding and payable within the next twelve months as of June 28, 2026 related to the senior secured term debt facility.

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

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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.

• $1.00 billion of 8.625% senior unsecured notes, maturing in January 2032.

Interest is payable under the 2032 senior notes semi-annually in January and July.

3 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 3.5x 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

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.

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

After letters of credit of $57.2 million as of June 28, 2026, the Company had $702.8 million of availability under the revolving credit facility.

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

1 unchanged sentence

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 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 5.50x, 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.

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 June 28, 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:

Two tranches of fixed rate senior notes outstanding as of June 28, 2026 were registered under the Securities Act of 1933:

the 2028 and 2029 senior notes, or the "registered senior notes".

17 unchanged sentences

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.

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.

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 June 28, 2026 and December 31, 2025.

Each entity that was a co-issuer of the registered senior notes is presented separately.

3 unchanged sentences

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.

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 $134.5 million and $188.3 million as of June 28, 2026 and December 31, 2025, respectively.

Summarized Financial Information

3 unchanged sentences

(Co-Issuer Subsidiary) Guarantor Subsidiaries

Balance as of March 29, 2026

Balance as of June 28, 2026

Current Assets $ 311,231 $ 242,882 $ 56,479 $ 1,005,162 $ 2,170,006

7 unchanged sentences

Non-Current Liabilities 2,942,007 12,648 363,109 2,129,633 437,733

Three Months Ended March 29, 2026

Six Months Ended June 28, 2026

Net revenues $ 128 $ — $ 40,888 $ 448,280 $ 463,903

Operating (loss) income (41,152) (635) (2,717) 224,207 (384,868)

Net loss (227,184) (65,886) (23,879) (30,127) (327,495)

Net (loss) income (401,844) 138,276 23,044 96,455 (262,959)

Twelve Months Ended December 31, 2025

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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;

14 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 2. Management’s Discussion and Analysis