Notice of Annual Meeting of Stockholders

This proxy statement is furnished in connection with the solicitation of proxies from the stockholders (the “stockholders”) of Six Flags Entertainment Corporation (the “Company”) by the board of directors of the Company for use at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”).

Stockholders will also transact such other business as may properly come before the meeting.

Your vote is important and we encourage you to vote promptly. You may vote your shares of common stock via the Internet, a toll-free telephone number, or you may sign, date and mail the proxy card in the envelope provided. If you attend the meeting via webcast, you may revoke the proxy and vote in person on all matters brought before the meeting.

Each holder of record of shares of the Company’s common stock (“common stock”) as of the record date is entitled to cast one (1) vote per share of common stock on each of the proposals. We intend to mail a printed copy of this proxy statement and proxy card to our stockholders of record entitled to vote at the annual meeting on or about May 9, 2025. Should you have any questions, you may contact our Investor Relations Department at (419) 627-2233.

By Order of the Board,

SIX FLAGS ENTERTAINMENT CORPORATION

Richard A. Zimmerman

President and Chief Executive Officer

8701 Red Oak Boulevard

Charlotte, North Carolina 28217

May 9, 2025

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TABLE OF CONTENTS

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The Annual Meeting

This proxy statement is furnished in connection with the solicitation of proxies from the stockholders (the “stockholders”) of Six Flags Entertainment Corporation (the “Company”) by the board of directors of the Company (the “Board”) for use at the 2025 Annual Meeting of Stockholders (the “annual meeting”). References to “Cedar Fair” or “legacy Cedar Fair” are to Cedar Fair, L.P. prior to the July 1, 2024 merger of equals business combination between legacy Cedar Fair and legacy Six Flags (the “Merger”), and references to “legacy Six Flags” are to Six Flags Entertainment Corporation prior to the Merger. We intend to mail a printed copy of this proxy statement and proxy card to our stockholders of record entitled to vote at the Annual Meeting on or about May 9, 2025.

The Annual Meeting will be held on Wednesday, June 25, 2025 at 9:00 a.m. EDT. The Annual Meeting will be held only by means of a live webcast. You may attend the Annual Meeting online, including to vote, by logging in at www.virtualshareholdermeeting.com/FUN2025. The Annual Meeting will begin at approximately 9:00 a.m. EDT, with log-in beginning at 8:45 a.m. EDT on Wednesday, June 25, 2025. You may also attend the meeting by proxy.

Proposal One. Elect four (4) Class I directors for a three (3)-year term expiring in 2028

Proposal Two. Confirm the appointment of Deloitte & Touche LLP as our independent registered public accounting firm

Proposal Three. Advisory approval of our named executive officer compensation

Proposal Four. Advisory vote regarding the frequency of stockholder advisory votes on executive compensation

The stockholders will also be asked to vote on any other matters that may be properly raised at the Annual Meeting. It is not anticipated that any other matters will be raised at the Annual Meeting.

The proxy statement and our annual report on Form 10-K are available free of charge at https://investors.sixflags.com/.

To attend online and participate in the Annual Meeting, stockholders of record will need to use their control number on their Notice of Internet Availability of Proxy Materials or your proxy card to log into the following site: www.virtualshareholdermeeting.com/FUN2025; beneficial owners who do not have a control number may gain access to the meeting by logging into their brokerage firm’s website and selecting the stockholder communications mailbox to link through to the virtual Annual Meeting. Instructions should also be provided on the voting instruction card provided by the beneficial owner’s broker, bank, or other similar organization. We encourage you to access the meeting prior to the meeting’s start time, allowing time for online check-in that begins at 8:45 a.m. EDT. If you encounter any difficulties accessing the Annual Meeting, please call the technical support number that will be posted on the virtual Annual Meeting landing page at www.virtualshareholdermeeting.com/FUN2025.

You may vote virtually at the Annual Meeting or through a proxy using any of the following methods.

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Even if you plan to attend the Annual Meeting virtually via live webcast, the Board urges you to submit your vote as soon as possible by mail, telephone, or the Internet. The telephone and Internet voting procedures are designed to authenticate votes cast by use of a personal identification number. These procedures allow stockholders to appoint a proxy to vote their shares of common stock and to confirm that their instructions have been properly recorded. Instructions for voting by telephone and over the Internet are included on the accompanying proxy card, which solicits proxies on behalf of the Board. All of the shares of common stock represented by proxies properly received prior to or at the Annual Meeting and not revoked will be voted in accordance with the instructions indicated in the proxies. If you own shares of common stock directly and submit a proxy, on or as instructed in the accompanying form, but do not provide voting instructions on your proxy, the shares of common stock represented by your proxy will be voted for the election of the Board’s nominees as Class I directors, Ms. Cochran and Messrs. Colglazier, Dutra and Hoffman, for each of Proposals Two and Three, and for a frequency of “each year” on Proposal Four, and in the discretion of the proxies upon such other business as may properly come before the Annual Meeting, in each case whether or not any other nominations are properly made at the Annual Meeting.

If you hold shares of common stock indirectly in a brokerage account or through a bank or other nominee, you are considered to be the beneficial owner of shares of common stock held in “street name,” and these proxy materials are being forwarded to you by your broker or nominee. As the beneficial owner, you have the right to direct your broker how to vote. Under New York Stock Exchange rules, unless you furnish specific voting instructions, your broker is not permitted to vote your shares of common stock on the election of a director, on the advisory vote on executive compensation, or on your preference regarding the frequency of the advisory vote on executive compensation. Your broker is permitted to vote your shares of common stock on the appointment of our independent registered public accounting firm, even if you do not furnish voting instructions. If your shares of common stock are held in “street name,” your broker or other nominee may have procedures that will permit you to vote by telephone or electronically through the Internet.

Any proxy given on the accompanying form or through the Internet or telephone may be revoked by the person giving it at any time before it is voted. Proxies may be revoked, or the votes reflected in the proxy changed, by submitting a properly executed later-dated proxy to Corporate Secretary, 2851 Cleveland Road, Sandusky, OH 44870, before the vote is taken at the Annual Meeting. If your shares of common stock are voted through your broker or other nominee, you must follow directions received from your broker or other nominee to change your voting instructions.

If you have more questions about the proposals, or if you would like additional copies of this document, you may call or write:

Sodali & Co

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Please call: (203) 658-9400 or

Call toll free at: (800) 662-5200

Email: FUN.info@investor.sodali.com

Web address: www.sodali.com

The Company has fixed the close of business on April 28, 2025 as the record date for stockholders entitled to notice of and to vote at the Annual Meeting. As of April 28, 2025, there were 101,101,235 shares of common stock outstanding and entitled to vote at the Annual Meeting, held by approximately 3,160 holders of record. Only holders of record of shares of common stock on the record date are entitled to notice of the Annual Meeting and to vote at the Annual Meeting. Each holder of record of shares of common stock as of the record date is entitled to cast one (1) vote per share of stock on each of the proposals.

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A majority in voting power of the shares of the Company entitled to vote at the Annual Meeting, present in person or represented by proxy, will constitute a quorum. Broker non-votes and abstentions will be counted for purposes of establishing a quorum at the Annual Meeting. The chair of the Annual Meeting shall have the power to adjourn the meeting for any reason from time to time and, if a quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall also have the power, by the affirmative vote of a majority in voting power thereof, to adjourn the meeting from time to time until a quorum shall be present or represented. Regarding Proposal One, each nominee shall be elected by a plurality of the votes cast with respect to such nominee’s election at the Annual Meeting. This means that the nominees who receive the most “for” votes are elected to the Board until all the Board seats of the applicable class of the Board for which nominees are standing for election are filled. The affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter is required to approve Proposals Two and Three. Regarding Proposal Four, the stockholders’ preference regarding the frequency of the advisory vote on the compensation of our named executive officers (“one year,” “two years,” or “three years”) will be determined by the frequency receiving the highest number of votes cast “for” that frequency. These say-on-pay and say-on-frequency votes on Proposals Three and Four are advisory votes, and therefore even if approved by stockholders these proposals will not be binding on the Company, the People, Culture & Compensation Committee, or the Board. However, the People, Culture & Compensation Committee will consider the voting results when making future decisions regarding executive compensation as it deems appropriate.

An abstention occurs when the beneficial owner of shares, or a bank, broker or other nominee holding shares for a beneficial owner, is present at the Annual Meeting or by proxy, and entitled to vote at the meeting, but such person refrains from voting for or against a particular proposal by expressly marking the “abstain” box on the voting instruction form or ballot. A broker non-vote occurs when a broker or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. As further described under Voting Process above, a broker is entitled to vote shares held for a beneficial holder on routine matters without instructions from the beneficial holder of those shares, but is not entitled to vote shares held for a beneficial holder on non-routine items.

Withholding authority to vote your shares with respect to one or more director nominees will have no effect on the election of those nominees. Abstentions are considered present and entitled to vote and will have the effect of a vote against Proposals Two and Three but will have no effect on the outcome of Proposal Four. Broker non-votes are not counted as votes cast nor shares entitled to vote and, therefore, will have no effect on the outcome of the proposals. Because Proposal Two is considered a “routine” proposal by the New York Stock Exchange, brokers are permitted to vote your shares without instruction and therefore broker non-votes are not expected in connection with Proposal Two.

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Proposal One. Election of Directors

The Board is currently comprised of 12 directors. The directors are divided into three (3) classes: Class I, Class II, and Class III, and each class consists of four (4) directors. As of the date of this proxy statement, each of Chieh Huang, Louis Carr, Jennifer Mason and Enrique Ramirez Mena are Class I directors. The terms of the directors in our current Class I would have expired at this annual meeting. However, as previously announced, immediately prior to the Annual Meeting each of Mr. Huang, Mr. Carr and Ms. Mason will be re-classified from Class I directors to Class II directors, and Mr. Ramirez’s resignation from the Board will be effective. At the Annual Meeting, Sandy Cochran, Michael Colglazier, Felipe Dutra and Steven Hoffman are nominated by the Board for election as Class I directors to serve for three (3)-year terms expiring at the annual meeting in 2028 and until his or her successor is elected and qualified, or his or her earlier death, resignation, retirement, disqualification or removal from office. The Nominating and Corporate Governance Committee has recommended, and the Board has unanimously approved, the nomination of Ms. Cochran and Messrs. Colglazier, Dutra and Hoffman, to whom we refer in this proxy statement as the Board’s nominees.

The nominations of Ms. Cochran and Messrs. Colglazier, Dutra and Hoffman follow a thorough review of the Board and a director search process completed with the assistance of Spencer Stuart, a global executive search and leadership consulting firm. Ms. Cochran and Mr. Colglazier were each identified and recommended by Spencer Stuart. Mr. Dutra and Mr. Hoffman were each identified and recommended by Dendur Capital LP (“Dendur”), a stockholder of the Company, and were nominated for election as Class I directors in accordance with a cooperation agreement (the “Cooperation Agreement”) entered into by the Company with Dendur and certain of its affiliates in March 2025. The Board believes that the attributes, skills and qualifications that Ms. Cochran and Messrs. Colglazier, Dutra and Hoffman have developed through their extensive leadership experience across the financial, entertainment, consumer products, retail and restaurant industries, and their unique insights and perspectives make them exceptionally qualified to serve on the Board. Ms. Cochran and Messrs. Colglazier, Dutra and Hoffman will qualify as “independent” directors under the NYSE rules and our Corporate Governance Guidelines.

Each nominee has agreed to stand for election and has consented to being named in this proxy statement and to serve if elected. While the Company has no reason to believe that any of its nominees will be unable or unwilling to serve as a director at the time of the Annual Meeting, in the unlikely event that any of them does not stand for election, the Board may reduce the number of directors standing for election, or the proxies may use the accompanying proxy to vote for a replacement nominee recommended by the Board, whether or not any other nominations are properly made at the meeting, except as provided in the Cooperation Agreement as it relates to Mr. Dutra and Mr. Hoffman. Pursuant to the Cooperation Agreement, Dendur shall have the right to propose a candidate for replacement of Mr. Dutra and Mr. Hoffman that is reasonably acceptable to the Board (who shall qualify as “independent” pursuant to the NYSE listing standards and the applicable rules and regulations of the SEC and have the relevant financial and business experience to be a director of the Corporation) to fill any vacancy caused by either of such directors departure from the Board during the Standstill Period (as defined below). Subject to certain exceptions, Dendur also agreed in the Cooperation Agreement to certain voting commitments and standstill obligations, effective as of the date of the Cooperation Agreement until the earlier of (i) the date that is thirty (30) days prior to the deadline for the submission of stockholder nominations for the 2027 annual meeting of stockholders pursuant to the Company’s bylaws or (ii) the date that is 120 days prior to the first anniversary of the 2026 annual meeting of stockholders (the “Standstill Period”). The Cooperation Agreement also includes, among other provisions, procedures for determining any replacements for Mr. Dutra and Mr. Hoffman, mutual non-disparagement covenants, expense reimbursement and other items that are more fully addressed in the Cooperation Agreement, as filed with our Current Report on Form 8-K filed with the SEC on March 10, 2025.

Each nominee shall be elected by a plurality of the votes cast with respect to such nominee’s election at the Annual Meeting. This means that the nominees who receive the most “for” votes are elected to the Board until all the Board seats of the applicable class of the Board for which nominees are standing for election are filled. Set forth below is biographical and other information about the Board’s nominees and the continuing directors, including information concerning the particular experience, qualifications, attributes and skills that led the Nominating and Corporate Governance Committee and the Board to determine that each should serve as a director.

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Proposal Two. Appointment of Independent Registered Public Accounting Firm

The Audit and Finance Committee has appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm to audit our consolidated financial statements for 2025 and requests that our stockholders confirm that appointment. Deloitte audited our consolidated financial statements and our internal control over financial reporting for 2024. A representative of Deloitte will be made available at the Annual Meeting and will be given an opportunity to make a statement and to respond to appropriate questions.

If our stockholders do not confirm our appointment of Deloitte, the Audit and Finance Committee will reconsider whether to retain Deloitte, and may still retain Deloitte or another firm without re-submitting the matter to our stockholders. In all cases, the Audit and Finance Committee retains its right to appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and the interests of our stockholders. The affirmative vote of a majority of the shares of common stock present, or represented by proxy, at the Annual Meeting and entitled to vote on the matter is required for ratification.

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Proposal Three. Advisory Vote on Our Named Executive Officer Compensation

We are seeking an advisory vote of our stockholders on the compensation of our named executive officers, which we are providing as required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended. Subject to consideration of the stockholder vote on Proposal Four, we expect to continue the legacy companies’ historical practices and offer stockholders the opportunity to cast an advisory vote on our executive compensation every year. Accordingly, we anticipate holding the next stockholder advisory vote on the compensation of our named executive officers at the annual meeting in 2026, subject to any updates in light of the result of the stockholder say-on-frequency advisory vote (Proposal Four). We encourage you to review the detailed information regarding our named executive officer compensation provided in the Compensation Discussion and Analysis section and the executive compensation tables and related narratives included in this proxy statement.

2024 was a unique year from an executive compensation perspective because legacy Cedar Fair and legacy Six Flags operated as stand-alone companies for half of the year, some compensation was awarded by the legacy companies, and some one-time Merger-related compensation awarded by the legacy companies was earned. We re-assessed and established new, post-merger compensation packages in connection with and following the Merger. We believe our post-Merger executive compensation program is designed to support delivery of results and to incentivize our executive team. Our approach emphasizes performance-based compensation and has a straightforward design, consistent with our overall compensation philosophy and objectives. Our approach also reflects our desire to attract and retain critical talent and incentivize our team to optimize and drive business results in direct alignment with stockholders’ interests and long-term value creation.

We ask that you support the compensation of our named executive officers. Although this vote is advisory and non-binding in nature, the Board and the People, Culture & Compensation Committee value the opinion of our stockholders and will consider the voting results when determining our compensation policies, philosophy and arrangements in the future. The affirmative vote of a majority of the shares of common stock present, or represented by proxy, at the Annual Meeting and entitled to vote on the matter is required for approval, on an advisory basis, of this proposal.

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Proposal Four. Advisory Vote Regarding the Frequency of Stockholder Advisory Votes on Executive Compensation

As required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, we are asking our stockholders to cast an advisory vote on whether future advisory votes on executive compensation (of the nature described in Proposal Three above) should occur every year, every two (2) years or every three (3) years.

While we design our executive compensation programs in a manner that we believe promotes a long-term connection between pay and performance, we recognize that holding an annual advisory vote on executive compensation provides the Board with direct feedback on our executive compensation practices. We are aware of the significant interest in executive compensation by our stockholders and recommend this advisory vote to occur each year as a manner for stockholders to express their view on our executive compensation philosophy.

Although the vote is advisory and non-binding in nature, the Board and the People, Culture & Compensation Committee will take into consideration the voting results when determining how often an advisory vote on the compensation of our named executive officers should occur. You will be able to specify one of four (4) choices for this proposal: one (1) year, two (2) years, three (3) years or abstain. You are not voting to approve or disapprove the Board’s recommendation regarding Proposal Four. We expect to hold our next frequency vote at our 2031 Annual Meeting of Stockholders.

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Board Matters and Corporate Governance

The Board is committed to strong leadership and effective corporate governance. The Board currently maintains separate roles of CEO, Executive Chairman of the Board and Lead Independent Director of the Board. At this time, we believe this structure is optimal for our current circumstances and that it provides effective leadership and oversight of management by the Board. Separate roles of CEO, Executive Chairman of the Board and Lead Independent Director of the Board promotes balance between the Board’s independent authority to oversee the Company’s business and the CEO’s management team, which manages the business on a day-to-day basis. Maintaining a separate Lead Independent Director also allows our CEO to focus on Company strategy and business operations, and our Executive Chairman to focus on integration strategies and performance.

The Board does not have a specific policy with respect to separating or combining these roles, or whether the Executive Chairman should be an employee or non-employee director. The Board will continue to periodically review and evaluate this structure and the appointment of the Executive Chairman on a periodic basis.

The Executive Chairman of the Board’s duties include:

The Lead Independent Director’s duties include:

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The Board plays a direct role in monitoring and mitigating risks to the Company broadly and also administers its risk oversight role through its committee structure and the committees’ reports to the Board. The Board regularly reviews information regarding credit, liquidity, operational, cyber and audit risk, and management identifies and prioritizes other material risks. The Board is kept abreast of each of the committees’ risk oversight and other activities via regular reports of the committee chairs to the full Board. See Board Committees below for committee descriptions and risk oversight activities.

The Board has four committees: an Audit and Finance Committee, a Nominating and Corporate Governance Committee, a People, Culture & Compensation Committee, and an Integration Committee. The Audit and Finance Committee, Nominating and Corporate Governance Committee and the People, Culture & Compensation Committee are composed entirely of independent directors, as that term is defined in the NYSE listing standards and our Corporate Governance Guidelines, and each member of the Audit and Finance Committee is independent as required under Section 301 of the Sarbanes-Oxley Act of 2002. Each committee conducts an annual evaluation of its performance, and the Nominating and Corporate Governance Committee annually conducts an evaluation of the Board, its committees and the Executive Chairman of the Board. Furthermore, we periodically rotate committee membership and chairmanship.

From January 1, 2024 until the closing of the Merger on July 1, 2024, the legacy Cedar Fair board formally met 4 times and held 8 standing committee meetings (3 audit committee; 1 nominating and corporate governance committee and 4 compensation committee meetings), and the legacy Six Flags board formally met 4 times and held 9 standing committee meetings (4 audit committee; 2 nominating and corporate governance committee and 3 compensation committee meetings). The Company Board formally met 5 times in 2024 along with additional interactions between formal meetings. Committees of the Board met from time to time upon call of the Chairman of the Board or individual committee chairs. During 2024, each current director attended at least 75% of all of the meetings of the Board, the legacy Cedar Fair board and legacy Six Flags board, as applicable, inclusive of applicable committee meetings, during the time each director served on the Board. Directors are expected to attend all meetings of the Board, meetings of the committees on which they serve and the annual meeting absent occasional, unavoidable circumstances. The Company, legacy Cedar Fair and legacy Six Flags each did not hold an annual meeting in 2024.

The non-management directors meet regularly without members of management present in executive session, no less frequently than one time per year, and as otherwise determined by such directors from time to time. The executive sessions have such agendas and procedures as are determined by the non-management and independent directors. The Executive Chairman of the Board presides at each executive session; provided, however, if the Executive Chairman is not an independent director, the Lead Independent Director, if any, or such other independent presiding director selected by the independent directors shall preside at executive sessions.

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Director Nominations Process

The Nominating and Corporate Governance Committee considers diversity of experience and background when selecting candidates. The committee will consider whether the candidates fulfill the criteria for directors approved by the Board, including professional ethics, integrity and values, objectivity, independence, mature judgment, leadership and diversity of experience (for example, in relation to finance and accounting, strategy, risk management, industry expertise, policy-making, etc.). The Nominating and Corporate Governance Committee will also consider diversity among other relevant considerations, including, but not limited to, diversity of gender, age, race, ethnicity, cultural and educational background, geographical location, professional experience, skills, knowledge, and length of service. The committee strives to create a Board with a variety of complementary skills and experiences, both personal and professional.

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The Nominating and Corporate Governance Committee will consider qualified nominees recommended by stockholders for membership on the Board. If a stockholder wishes to recommend an individual for membership on the Board, that recommendation may be submitted by providing the person’s name and appropriate background and biographical information in writing to the Nominating and Corporate Governance Committee by email at IR@sixflags.com or by mail to 2851 Cleveland Road, Sandusky, OH 44870, Attn: Chief Legal Officer & Investor Relations Department. In addition, stockholders may nominate one or more persons for election or reelection to the Board at an annual meeting in accordance and compliance with the notice, procedural, informational and other requirements of our Bylaws. See Stockholder Proposals and Nominations for the 2026 Annual Meeting for additional information.

Compensation Committee Interlocks and Insider Participation

None of our directors who served on the People, Culture & Compensation Committee during 2024 were current or former officers or employees of the Company or had any relationship with us that would be required to be disclosed by us under applicable related party requirements. There are no interlocking relationships between the Company’s executive officers or directors and the board or compensation committee of another entity.

The Board has affirmatively determined that current Board members Esi Eggleston Bracey, Louis Carr, Michelle Frymire, Daniel Hanrahan, Chieh Huang, Jennifer Mason, Enrique Ramirez Mena, D. Scott Olivet, Marilyn Spiegel and Arik Ruchim, and director nominees Sandy Cochran, Michael Colglazier, Felipe Dutra and Steven Hoffman,

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meet the independence criteria of the NYSE listing standards and our Corporate Governance Guidelines. The Board has determined Richard A. Zimmerman is not independent because he is a current executive officer of the Company. The board has also determined that Selim Bassoul is not independent because he was formerly the chief executive officer of legacy Six Flags and is currently our Executive Chairman.

In making the independence determinations, the Board considered Ms. Mason’s current position as Global Officer, Treasurer and Risk Management at Marriott International, Inc. In 2024, legacy Cedar Fair and the Company paid approximately $376,000 of franchise fees to Marriott International, Inc. The Board determined that this relationship was not material and did not impair the independence of Ms. Mason.

The Board has four (4) committees: an Audit and Finance Committee, a Nominating and Corporate Governance Committee, a People, Culture & Compensation Committee, and an Integration Committee. Excluding the Integration Committee, each committee is composed entirely of independent directors, as that term is defined in the NYSE listing standards, and each member of the Audit and Finance Committee is independent as required under Section 301 of the Sarbanes-Oxley Act of 2002.

Members of management and the Board practice and encourage ongoing engagement with our stockholders by meeting in person and over the telephone with our stockholders to discuss a broad range of topics, including governance and our compensation programs. Investor perspectives shared with management during these conversations helped inform the Board’s understanding on a wide range of issues, including capital allocation, leverage and structure, and expectations of management regarding executive compensation. During 2024, management also engaged with our stockholders through quarterly earnings calls, investor conferences, and other channels of communication.

The Board also provides a formal process for stockholders and interested parties to send communications directly to the Board, including the non-employee independent directors as a group or the presiding director of such group. Stockholders and other interested parties may send mail communication addressed as follows:

Brian Nurse, Corporate Secretary

2851 Cleveland Road,

Sandusky, OH 44870

The correspondence will be forwarded to the Chair of the Nominating and Corporate Governance Committee who will review the correspondence and take action accordingly. We also have a toll-free hotline that is available to anyone, including stockholders, who wishes to bring a matter to the attention of the non-employee directors. The telephone number of the hotline is 800-650-0716. The Audit and Finance Committee is charged with reviewing information received and taking appropriate action as necessary.

Our Corporate Governance Guidelines, Code of Conduct and Ethics, and the charters of the Board committees provide the framework for the governance of the Company.

The Corporate Governance Guidelines cover, among other things, the composition and functions of the Board, the qualifications and responsibilities of directors, director independence, the selection process for new directors, Board committees, compensation of the Board and the responsibilities of the Executive Chairman and Lead Independent Director of the Board.

We have adopted and maintain a Code of Conduct and Ethics that covers all directors, officers and employees of the Company and its subsidiaries. The Code of Conduct and Ethics requires, among other things, that the directors, officers and employees exhibit and promote the highest standards of honest and ethical conduct, avoid conflicts of interest, comply with laws, rules and regulations, and otherwise act in the Company’s best interest.

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We intend to post amendments to or waivers from the Company’s Corporate Governance Guidelines and Code of Conduct and Ethics on our Investor Relations website at https://investors.sixflags.com. No waivers have been made or granted prior to the date of this proxy statement.

Availability of Corporate Governance Documents

Our Corporate Governance Guidelines, Code of Conduct and Ethics, and charters for each of the committees of the Board are available on our Investor Relations website at https://investors.sixflags.com. A printed copy of each of these documents is available, without charge, by sending a written request to: Six Flags Entertainment Corporation, 2851 Cleveland Road, Sandusky, OH 44870, Attention: Investor Relations, or by sending an email to IR@sixflags.com.

The Board maintains stock ownership guidelines for our Chief Executive Officer and executive officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended). The Chief Executive Officer is required to hold stock having a value of at least six (6) times his base salary, and the other executive officers are required to hold stock with a value of at least three (3) times their base salaries. Furthermore, the Chief Executive Officer and the other executive officers are not permitted to sell any stock until (i) he or she has met the stock ownership guidelines and (ii) the sale would not result in his or her ownership falling below the stock ownership guidelines. Executives have five (5) years from becoming an executive officer to gain compliance with the guidelines. The Board reviews compliance with the guidelines annually. As of April 28, 2025, the Chief Executive Officer and the other executive officers were all in compliance with the guidelines. Stock held directly or beneficially owned, stock held in benefit plans (e.g., in 401(k) accounts), performance stock units (as if earned at 100% of target), vested and unvested restricted stock and phantom stock will be counted for purposes of determining compliance with the stock ownership guidelines.

The Board also maintains stock ownership guidelines for the directors. The guidelines require non-employee directors to accumulate stock equal to at least five (5) times the annual cash retainer within five (5) years of becoming a director. Furthermore, directors are not permitted to sell any stock until (i) he or she has met the stock ownership guidelines and (ii) the sale would not result in his or her ownership falling below the stock ownership guidelines. As of April 28, 2025, all directors were in compliance with the guidelines or are expected to meet the guidelines in the prescribed time frame.

Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow a director, officer or employee to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the director, officer or employee to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the director, officer or employee may no longer have the same objectives as the Company’s other stockholders. Therefore, directors, officers, and employees are prohibited from engaging in any such transaction.

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Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes our compensation philosophy and objectives, the material elements of named executive officer compensation, and how and why specific compensation policies were adopted and decisions were made. This CD&A includes a detailed discussion of the compensation awarded to, earned by, and paid to the following individuals, who were the named executive officers for 2024 (the “named executive officers”):

References to the “Company,” “we,” “our” and “us” in this CD&A refer to the combined company following the Merger. Messrs. Zimmerman, Witherow, Fisher, Nurse and White are sometimes referred to collectively as the “legacy Cedar Fair NEOs.” Messrs. Bassoul and Mick are sometimes referred to collectively as “legacy Six Flags NEOs.” Compensation information presented for fiscal year 2024 consists of information with respect to legacy Cedar Fair and legacy Six Flags for the period January 1, 2024 through June 30, 2024, where applicable, and information with respect to the post-Merger Company, for the period July 1, 2024 through December 31, 2024. Certain discussions focus on compensation awarded to or earned by legacy Cedar Fair NEOs and legacy Six Flags NEOs pre-Merger related to service with their respective legacy company. The following discussion should be read together with the compensation tables and related disclosures set forth below.

Overview

2024 was a transformative year for the Company. We completed the merger-of-equals between legacy Cedar Fair and legacy Six Flags on July 1, 2024 (the “Merger”). The Merger created a leading amusement park operator with an expanded and diversified property portfolio of 27 amusement parks, 15 water parks and nine resort properties across 17 states in the U.S., Canada and Mexico.

2024 also was a unique year from an executive compensation perspective because legacy Cedar Fair and legacy Six Flags operated as stand-alone companies for half of the year, some compensation was awarded by the legacy companies, and some one-time Merger-related compensation awarded by the legacy companies was earned. This included first-half 2024 cash incentive awards that were awarded by the legacy companies and earned based on performance objectives for the applicable pre-Merger legacy company, as well as Merger-related equity awards and bonuses that were set by the legacy companies. Equity awards of legacy Cedar Fair and legacy Six Flags that were outstanding at the time of the Merger were generally converted and rolled over into corresponding awards denominated in the new Six Flags common stock at the time of the Merger closing.

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We re-assessed and established new, post-Merger compensation packages in connection with and following the Merger. This included setting new salary levels and, due to the cancellation of the remaining unpaid portions of the legacy companies’ annual cash incentive awards, making second-half 2024 cash incentive awards to drive combined Company performance for the remainder of 2024. We made initial performance stock unit grants to ensure executives are incentivized for longer performance periods that would have been unmeasured due to legacy programs that ended at the time of the Merger. These initial performance stock unit grants are measured using Adjusted EBITDA and are designed to drive performance in the 12-30 months following the closing. We also negotiated and entered into new executive employment agreements, including with the named executive officers.

Our post-Merger executive compensation program is designed to incentivize our executive team to optimize and drive business results in direct alignment with stockholders’ interests and long-term value creation. Our approach has a straightforward design, consistent with our overall compensation philosophy and objectives, and emphasizes performance-based compensation. Our approach also aids the Company in being able to attract and retain critical talent.

Compensation Philosophy and Objectives

Similar to legacy Cedar Fair’s and legacy Six Flags’ historical approaches, our executive compensation program is designed to: (1) incentivize key employees to drive superior results; (2) give key employees a proprietary and vested interest in growth and performance; and (3) enhance our ability to attract, retain and motivate exceptional leaders upon whom, in large measure, our sustained growth and profitability depend. The Company’s executive compensation program is directly tied to board-approved annual and long-range plans that align with stockholder interests. In directly tying incentives to Company performance, we utilize Adjusted EBITDA, and our 2025 program also uses un-levered pre-tax free cash flow. Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in our credit agreement, minus net income attributable to non-controlling interests. Adjusted EBITDA is used as a key performance measure because it closely tracks core operating performance across park operating units and is a familiar metric to our executives. Further, Adjusted EBITDA is widely used by analysts, investors, direct industry peers, and other comparable companies to evaluate operating performance. We based our 2025 performance stock unit awards on unlevered pre-tax free cash flow goals because we have viewed it to be an effective measure for our long-term awards in light of our post-Merger strategic focus on strengthening the balance sheet and executing a more disciplined capital allocation strategy that balances growth, deleveraging, and return of capital to our stockholders.

Our employment agreements provide baseline salaries and incentive compensation target amounts for our named executive officers. Our incentive plan allows us to provide a mix of compensation that drives our management team to achieve strong annual results and to deliver long-term value for our stockholders. Our compensation structure provides us with flexibility to evolve our compensation program from year to year as our business, the market, or the industry requires, while remaining true to our overall compensation philosophy and long-term value creation approach. We are focused on upholding our priority of aligning executive compensation and stockholder interests, while ensuring we attract and retain key talent and incenting our team to make decisions that drive long-term stockholder value.

Company Performance

Legacy Cedar Fair has been determined to be the accounting acquirer for financial statement purposes. Accordingly, the reported results presented in this section reflect combined operations for only July 1, 2024, through December 31, 2024, and include only legacy Cedar Fair’s results (before giving effect to the Merger) for the first six months of 2024.

Consolidated net revenues for 2024 totaled $2.7 billion, increasing $0.9 billion, from $1.8 billion for 2023. The increase in consolidated net revenues reflected $882.0 million in net revenues contributed by legacy Six Flags during the six months ended December 31, 2024 and a $28.3 million increase in net revenues contributed by legacy Cedar Fair operations during the year ended December 31, 2024 compared to 2023. The increase in consolidated net revenues reflected the impact of a 15.0 million-visit increase in attendance and a $40.2 million increase in out-of-park revenues partially offset by a $0.90 decrease in in-park per capita spending. The 15.0

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million-visit increase in attendance included a 14.2 million-visit increase resulting from attendance at legacy Six Flags parks during the six months ended December 31, 2024 with the remaining increase driven by higher season pass sales, improved weather, and increased demand at legacy Cedar Fair parks partially offset by the impact of fewer planned operating days at legacy Cedar Fair. The $0.90 decrease in in-park per capita spending, which included a $0.04 increase related to the impact of in-park per capita spending at the Legacy Six Flags parks during the six months ended December 31, 2024, was due to a planned decrease in average season pass pricing and a higher mix of season pass visitation at the legacy Cedar Fair parks, partially offset by improved in-park per capita spending for food and beverage and extra-charge products at the legacy Cedar Fair parks. The $40.2 million increase in out-of-park revenues was due primarily to $35.0 million contributed by legacy Six Flags operations during the six months ended December 31, 2024, with the remaining increase largely attributable to increased revenues from the Knott’s Hotel following a recent renovation.

Consolidated net loss attributable to Six Flags Entertainment Corporation for 2024 totaled $231.2 million compared with net income of $124.6 million for 2023. The loss in 2024 was primarily driven by an increase in provision for taxes and an increase in interest expense, both of which were primarily because of the Merger. Adjusted EBITDA for 2024 totaled $875.3 million, increasing $347.6 million, from $527.7 million for 2023. The increase in Adjusted EBITDA included $319.6 million contributed by legacy Six Flags during the six months ended December 31, 2024 and a $28.0 million increase in Adjusted EBITDA contributed by legacy Cedar Fair operations during the year ended December 31, 2024 compared to 2023. The $28.0 million increase in Adjusted EBITDA contributed by legacy Cedar Fair was primarily due to the impact of higher attendance on consolidated net revenues in 2024.

For additional information regarding attendance, in-park per capita spending, out of park revenues, and Adjusted EBITDA, including how we define and use those measures, a reconciliation of Adjusted EBITDA from net (loss) income and a reconciliation of in-park and out-of-park revenues to consolidated net revenues, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages 23-29 of the Company’s Form 10-K for fiscal 2024.

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Our Compensation Governance Reflects Best Practices

The following summarizes key governance characteristics related to the executive compensation programs in which the named executive officers participate:

Consideration of Advisory Stockholder Vote on Executive Compensation

The Merger occurred on July 1, 2024 and, therefore, the Company did not hold an advisory vote on executive compensation in 2024. The advisory vote on executive compensation at this meeting and at future annual meetings will serve as an additional tool, along with stockholder engagement, to inform the Compensation Committee with regard to how our stockholders perceive the alignment of our compensation programs with their interests.

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The Company combines the compensation elements discussed below in a manner intended to optimize each executive’s contribution to the Company. The Company recognizes and considers many factors in assessing an individual’s total compensation potential. The range of targeted compensation varies by position and reflects the unique skills, expertise, and individual contributions of each executive and required by the executive’s role. In general, the Company works within market-based ranges of base salary and total compensation commensurate with the executive’s scope of responsibilities. The Company uses its cash incentive and share-based award programs to challenge the executives to achieve superior annual and long-term results for the benefit of the Company and its stockholders, with a particular emphasis on share-based compensation to further align with Company performance. Because a significant portion of this compensation is dependent on performance results, an executive’s actual total compensation can vary considerably if we have a year that exceeds, or fails to meet, expectations. The Company believes that this design effectively aligns its stockholders’ interests with its executives and appropriately motivates its executives to achieve peak corporate performance in both the short- and long-term.

Baseline compensation levels for the legacy Cedar Fair NEOs were reset post-Merger and reflected in our new employment agreements with such executives. Post-closing compensation for Messrs. Bassoul and Mick and reflected in their approved employment agreements is largely driven by what was agreed with those executives by the legacy companies in connection with the Merger.

Role of the Compensation Consultant

The Compensation Committee engages an independent executive compensation consulting firm (1) to provide information and advice on competitive practices and trends in the Company’s industry, (2) to make recommendations regarding the design of the compensation program, (3) to assist with the review of compensation practices and an assessment of the effectiveness of these practices, and (4) to identify and evaluate compensation elements or situations that may raise material risks. The compensation consultant is retained by and reports directly to the Compensation Committee and regularly attends and participates in Compensation Committee meetings.

Several independent compensation consultants provided advice and counsel to the Compensation Committee and the legacy companies’ compensation committees in 2024 and with respect to 2024 pre- and post-Merger executive compensation.

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FW Cook, Semler Brossy and Pearl Meyer did not perform any other material services for the Company, legacy Cedar Fair or legacy Six Flags, or for management, during the year other than to provide advice and counsel to the respective compensation committees in accordance with the compensation committees’ instructions. The Compensation Committee may rotate or select other compensation consultants to provide information or advice on compensation programs from time-to-time.

Compensation Consultant Conflicts Assessment

The Compensation Committee annually assesses the independence of its compensation consultant(s) in accordance with the Securities and Exchange Commission rules. The Company (or the legacy company, as applicable) concluded that each of FW Cook’s, Semler Brossy’s and Pearl Meyer’s work is independent and does not present any conflicts of interest. The Committee took certain factors, which it believes may affect the independence of a compensation consultant, into consideration when selecting the compensation consultants in accordance with applicable SEC rules. In particular, the Committee considered: (1) whether any other services had been or were being provided by the compensation consultant to the Company, (2) the amount of fees paid by the Company to the compensation consultant as a percent of the consultant’s total revenues, (3) the compensation consultant’s policies and procedures designed to prevent conflicts, a copy of which was provided to the Compensation Committee, (4) the compensation consultant’s ownership of Company shares of common stock, and (5) any business or personal relationships between the compensation consultants and any Committee members or the Company’s executive officers. Following the consideration of these factors, the legacy compensation committees and the Company’s Compensation Committee determined that the compensation consultants were independent at the time they were advising the committees.

Company Peer Group and Peer Group Review

Company Peer Group

Compensation information from our peer group and broader industry compensation surveys are reference points that the Compensation Committee considers in the executive compensation decision making process. The Compensation Committee conducted a thorough review with the assistance of FW Cook in August 2024 and approved the below combined Company peer group for future market studies.

Given the limited direct industry peers of similar size and business operations, our approach is to create a peer group that looks to a broader market basket of companies from related industries and with similar characteristics that, in total, reflects what we believe to be as comparable a group as possible.

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In establishing our compensation peer group, we focused on U.S. publicly traded companies in the leisure, entertainment, restaurant, casino and hospitality industries, with the Company positioned at the peer group 43rd and 45th percentiles for revenue and enterprise value, respectively. We considered business characteristics, such as demographics, talent, financials, and operations. We also considered peer group overlaps, such as the companies that the legacy companies considered to be peers, other companies that considered the legacy companies to be peers, peers of peers and proxy advisory firm peer groups. The Compensation Committee concluded that the following fifteen (15) companies meet its peer group goals:

This same peer group was used by Pearl Meyer for the executive compensation benchmarking study conducted in July of 2024, which was used by the Compensation Committee in setting post-Merger 2024 compensation and 2025 target compensation levels.

Pre-Merger Peer Groups and Peer Group Review

Pre-Merger Legacy Cedar Fair Peer Group

In establishing and updating legacy Cedar Fair’s pre-Merger 2024 compensation peer group, legacy Cedar Fair focused on U.S. publicly traded companies in family-oriented leisure, recreation, and entertainment, with similar business models and markets and with annual revenues between approximately 0.4 to 2.5 times its revenues. It also reviewed and referenced growth profiles and yields, market capitalization, and employee counts. Legacy Cedar Fair evaluated certain qualitative factors including seasonality, entertainment focus, ownership profile, multiple sources of revenues, and meaningful capital investment. The goal was for peer group companies to meet the majority of these qualitative and quantitative criteria.

Following a review of the peer group in consultation with Semler Brossy in October 2023, legacy Cedar Fair updated its executive compensation peer group to remove two companies from the peer group: Party City Holdco Inc. (due to bankruptcy) and Churchill Downs Incorporated (based on qualitative considerations) and also added two new companies to the peer group: Hilton Grand Vacations (to add an additional company in the hotels, resorts and cruise lines industry); and Topgolf Callaway (to add a company with retail/merchandise focus in addition to leisure facilities). The legacy Cedar Fair compensation committee concluded that the following updated peer group met its goals as of the October 2023 update:

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This peer group was used by Semler Brossy for the legacy Cedar Fair CEO compensation benchmarking conducted in February 2024. The peer group in effect prior to the October 2023 changes was used by Semler Brossy for its benchmarking study for legacy Cedar Fair executives other than its CEO in August 2023. The benchmarking provided context for and was one of the factors considered in legacy Cedar Fair’s compensation decisions for 2024. Decisions based on this peer group concluded at the Merger because new compensation packages were put in place for post-Merger compensation and a new peer group was established for the combined Company.

Pre-Merger Legacy Six Flags Peer Group

In establishing and updating legacy Six Flags’ pre-Merger 2024 compensation peer group, legacy Six Flags focused on U.S. publicly traded companies with primary business activities centered around entertainment, leisure, hospitality, and gaming. Legacy Six Flags historically assessed its executive compensation relative to its peers, but did not historically set executive compensation levels with reference to any particular percentile of the peer group and did not seek to match any particular element or mix of elements to that of the peer group. For 2024, the legacy Six Flags compensation committee, with the assistance of FW Cook, determined that World Wrestling Entertainment, Inc. should be removed as a peer company due to its acquisition by Endeavor Group, and replaced with Planet Fitness, Inc., which was more closely aligned with the legacy company’s peer group criteria, contributed to the desired level of balance in terms of revenue, market capitalization and EBITDA, and reflected the types of companies with whom the legacy company competed for talent.

In order to examine the competitiveness and appropriateness of the legacy Six Flags’ overall compensation program, the legacy company reviewed the total direct compensation of the legacy Six Flags NEOs (consisting of base salary, target annual incentive, and target long-term equity, excluding benefits and perquisites) in November 2023, in comparison to its pre-Merger peer group companies. The legacy Six Flags compensation committee believed the analysis confirmed that the executive compensation program was appropriately designed to achieve the legacy company’s general objectives and was aligned with the companies in the peer group. Decisions based on this peer group concluded at the Merger because new compensation packages were put in place for post-Merger compensation and a new peer group was established for the combined Company.

Market Analysis

The Compensation Committee expects to request the compensation consultant to analyze the compensation of our executives relative to that of executives in similar positions at our peer companies as well as survey data and provide a report to the Compensation Committee from time-to-time. While the Company reviews market compensation information in its decision-making process, the information is one data point and the Compensation Committee exercises judgment and discretion when setting compensation levels. Other factors considered in setting compensation include: general economic conditions and external factors affecting the business, general industry practices, growth and returns to stockholders, recent and projected Company performance, internal equity, retention and recruiting goals, the significant industry expertise of the team, transitioning of compensation in connection with leadership succession, and recent individual performance and individual performance expectations. The Compensation Committee does not rely on any single factor as a substitute for its own judgment in making compensation decisions, but instead applies its independent discretion and judgment in making compensation decisions in their entirety.

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Legacy Cedar Fair similarly used compensation consultant-provided market-based compensation information as one data point in making executive compensation decisions. Legacy Cedar Fair’s general objective was to provide base salaries within a competitive range at or near the 50th percentile of its survey data and peer group (where available for certain positions) and to provide total direct compensation opportunities that were between the 50th and 75th percentiles of its peer group and aligned with comparable survey data, subject to other individual considerations. Legacy Cedar Fair’s compensation committee believed the Semler Brossy analysis in August 2023 and February 2024 confirmed that its executive compensation program was consistent with its overall compensation philosophy and appropriately designed to achieve its targeted range of objectives.

The post-Merger executive compensation program is more heavily weighted to performance-based compensation, and our general objective for the legacy Cedar Fair NEOs is to provide total direct compensation opportunities that are between the median and 75th percentiles of our peer group (with certain exceptions) and aligned with comparable survey data, subject to other individual considerations. Pearl Meyer prepared updated benchmarking studies to assess the competitiveness of our executive compensation levels for certain executives, including Messrs. Zimmerman, Witherow, Fisher and Nurse, in early July of 2024. This information provided context for and was one of the factors considered in our post-Merger compensation decisions. The Compensation Committee believes the Pearl Meyer analysis confirmed that the post-Merger 2024 compensation and 2025 target compensation levels are consistent with the overall compensation philosophy and appropriately designed to achieve its targeted range of objectives.

Roles of the Board of Directors, the Compensation Committee and Our Chief Executive Officer

Although the Board makes the final compensation decisions for the named executive officers, the process of determining compensation is a collaborative one between the Board, the Compensation Committee, and the Chief Executive Officer. Our Chief Executive Officer dedicates time each year to formally review all of his direct reports, including the other named executive officers (other than the Executive Chairman). He reviews each individual’s achievement of individual performance objectives established before the operating season begins (where applicable) and makes recommendations to the Compensation Committee regarding the compensation of each individual. The Compensation Committee, in consultation with the Chief Executive Officer and independent compensation consultant, makes compensation determinations and adjustments as it deems appropriate in accordance with the applicable compensation plans, and in turn, reports its recommendations to the Board for its approval. Decisions regarding the Chief Executive Officer’s compensation are made by the Compensation Committee and the Board, based upon a review of his performance relative to agreed objectives, including a self-assessment, in consultation with the independent compensation consultant.

Because the Merger was completed July 1, 2024, first half legacy company performance was assessed mid-year. The Board and Compensation Committee, in close collaboration with the Chief Executive Officer, approved new, post-Merger compensation packages and award opportunities in connection with and following the Merger. The Board also reviewed and generally reviews compensation matters after the conclusion of the peak season when significant financial results are available. The Chief Executive Officer completes his evaluations of his direct reports’ performance against their established targets and achievement of individual performance objectives, where applicable. Based upon that determination, he prepares calculations with respect to cash incentive payouts and equity compensation awards for the current year, recommendations for any payouts based on individual performance and recommendations for compensation adjustments for the coming year. The Chief Executive Officer generally presents this report to the Compensation Committee and to the Board by January. A final review takes place in February when financial results have been finalized and final review of achievement of any individual goals has been completed. Based on Company performance and park performance, the Compensation Committee approves final calculations with regard to cash incentive and equity compensation award payouts, subject to Board approval and final audited results. In accordance with this process, the Compensation Committee approved the second half 2024 cash incentive payouts and the 2025 executive compensation program as well as the targets and payout scales in February 2025.

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Our post-Merger incentive compensation awards are designed around the achievement of consolidated operating results of the Company (with key performance metrics based on Adjusted EBITDA and unlevered pre-tax free cash flow). The Compensation Committee has the flexibility and discretion to use other metrics.

The performance goals for our outstanding incentive awards are non-GAAP financial measures. Adjusted EBITDA was used in 2024 cash incentive awards and in our initial post-Merger performance stock unit awards. Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in our credit agreement, minus net income attributable to non-controlling interests. Adjusted EBITDA is a key performance measure because it closely tracks core operating performance across park operating units and is widely used by analysts, investors, direct industry peers, and other comparable companies to evaluate operating performance. It also is a familiar metric to our executives. We used three-year cumulative unlevered pre-tax free cash flow performance metrics for our 2025 performance stock unit awards. Un-levered pre-tax free cash flow for each calendar year in the three-year performance period for these awards will be computed in U.S. dollars as consolidated Adjusted EBITDA for such calendar year less net cash used for investing activities (before any business acquisitions) for such calendar year, as recorded in the consolidated financial statements examined by the company’s independent accountants.

Legacy Cedar Fair’s first half 2024 cash incentive awards (and certain pre-Merger legacy Cedar Fair equity awards) were computed using functional currency Adjusted EBITDA, which differs from the Adjusted EBITDA amounts we report in our earnings releases and financial reports because functional currency Adjusted EBITDA is calculated using the functional currency of the country where the income or loss was earned (i.e., the Canadian dollar for our Canadian operations). This eliminates unpredictable and artificial increases or decreases based solely on currency fluctuations. The targeted and actual performance calculations for legacy Cedar Fair’s first half 2024 cash incentive awards were based on earnings before incentive-based compensation expenses, which we compute by adding back the cash costs of our performance-based compensation programs to the functional currency Adjusted EBITDA amounts. The targeted and actual performance calculations for our second half 2024 cash incentive awards were based on U.S. dollar Adjusted EBITDA amounts.

Pre-Merger legacy Cedar Fair performance-based equity awards were converted into corresponding time-based restricted stock unit awards denominated in shares of the Company’s common stock at the closing of the Merger. Accordingly, performance goals no longer apply to those awards. Prior to the Merger, legacy Cedar Fair’s 2021 performance unit awards were subject to the level of achievement of functional currency Adjusted EBITDA, un-levered pre-tax free cash flow, and net leverage ratio goals. Its 2022 and 2023 performance unit awards were subject to the level of achievement of cumulative un-levered pre-tax free cash flow; and its 2024 performance unit awards were subject to the level of achievement of cumulative Adjusted EBITDA and un-levered pre-tax free cash flow goals. Legacy Cedar Fair computed un-levered pre-tax free cash flow for each calendar year in U.S. dollars as consolidated Adjusted EBITDA for such calendar year less net cash used for investing activities (before any business acquisitions) for such calendar year, as recorded in the consolidated financial statements examined by the company’s independent accountants. Legacy Cedar Fair computed the net leverage ratio in U.S. dollars as the ratio of (a) Net Debt (defined as Consolidated Total Debt per the legacy company’s credit agreement less cash and cash equivalents as recorded in the consolidated financial statements), to (b) consolidated Adjusted EBITDA for the period of four (4) consecutive fiscal quarters most recently ended on or prior to such date.

Pre-Merger legacy Six Flags’ 2021 and 2022 performance stock unit awards were subject to the level of achievement of Adjusted EBITDA (in addition to employee and guest satisfaction and ESG achievement metrics). The pre-Merger legacy Six Flags’ performance goals no longer apply following the Merger. A portion of the legacy Six Flags performance stock unit awards held by Mr. Bassoul and Mr. Mick immediately prior to closing was converted into fully vested shares of Company common stock at the closing. The remaining portion of those awards was forfeited at closing and replaced with initial post-Merger performance stock unit grants tied to combined Company post-close Adjusted EBITDA goals in accordance with the terms of the legacy Six Flags NEOs’ employment agreements and with what the legacy companies had agreed in connection with the Merger.

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Overview

The Company’s compensation program is designed around total direct compensation - the combination of base salary, annual cash incentive awards, and long-term incentive compensation. The Compensation Committee seeks to establish each compensation element at a level that is commensurate with the executive’s job responsibilities, is competitive with market pay, and will retain, attract, and motivate top talent while keeping overall pay levels aligned with stockholders’ interests. The Committee also seeks to incentivize a combination of short-term performance, building and making investments for our future, and long-term performance, fostering growth and profitability. The following table sets forth the elements of the compensation program.

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Base Salary

The named executive officers receive base salaries to provide a fixed amount of compensation that is not subject to performance-related risk, that is competitive with market pay, and that is commensurate with the executive’s scope of responsibilities, performance, historical compensation levels, tenure with the Company and other experience. Base salaries may be reviewed and adjusted from time to time, but they are not subject to decrease under the named executive officers’ employment agreements, except in the event the Company implements salary reductions applicable to substantially all of our senior executives. For additional detail on factors we consider in our base salary determinations, see Compensation Discussion and Analysis – Determining Executive Compensation.

Legacy Cedar Fair increased its named executive officer base salaries for 2024 prior to the Merger to recognize and reward individual contributions to the applicable company’s performance in 2023 and based on each individual’s scope of responsibility. Base salaries for certain executives were further adjusted by the Company, after further review, in the context of new compensation levels post-Merger and in connection with the entry into the new employment agreements.

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The annual base salaries for the named executive officers for 2023, 2024 and 2025 were as follows:

Cash Incentive Awards

Annual cash incentive awards provide an element of compensation that is contingent on, and motivates the achievement of, annual performance objectives. The performance objectives may vary and be weighted differently for each position and may use multiple measures of performance, including individual, business unit, management unit and Company performance goals.

First Half 2024 Cash Incentive Awards – Legacy Cedar Fair

Legacy Cedar Fair set performance objectives and percentage of base salary that could be earned as a cash incentive for fiscal year 2024 in March 2024. The legacy Cedar Fair 2024 cash incentive awards were based on legacy Cedar Fair functional currency Adjusted EBITDA before incentive-based compensation expenses financial goals. Adjusted EBITDA was a key metric for legacy Cedar Fair as it was well understood by its investor community and internal participants.

The 2024 target awards for the legacy Cedar Fair NEOs (as a percentage of 2024 base salary and in dollars) were as follows. The target award amounts were set to reflect a full year award opportunity (subject to proration based on timing of the Merger completion):

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A pro-rata portion of the 2024 cash incentive awards was paid to the legacy Cedar Fair NEOs based on target performance (which was the greater of actual and target performance as provided in the Merger Agreement) following the closing of the Merger. The remaining portion of the legacy Cedar Fair cash incentive awards was canceled. Final first half 2024 cash incentive payouts for the legacy Cedar Fair NEOs were as follows:

Potential payouts for the legacy Cedar Fair annual cash incentive awards were based on specified threshold, target and maximum levels of performance and were interpolated for performance between those levels. The following scale applied to calculating the legacy Cedar Fair 2024 annual cash incentive award payouts (with amounts interpolated between the various levels):

The target functional currency Adjusted EBITDA before incentive compensation expense for the first six months of 2024 was $124.0 million. For January 1, 2024 through June 30, 2024, legacy Cedar Fair achieved functional currency Adjusted EBITDA before incentive compensation expense of $122.0 million, which represented approximately 98% of the target. See Compensation Discussion and Analysis – Compensation Performance Measures for an explanation of how we compute this measure. Legacy Cedar Fair approved paying out a prorated portion of its 2024 cash incentive awards at the greater of actual and target performance, consistent with the merger agreement terms. Accordingly, with performance for the first six months of 2024 2% below the target level, payouts were at 50% of the full year target award amounts.

First Half 2024 Cash Incentive Awards – Legacy Six Flags

Legacy Six Flags set performance objectives and percentage of base salary that could be earned as a cash incentive for fiscal year 2024 in February 2024. The legacy Six Flags 2024 cash incentive awards were based on legacy Six Flags Adjusted EBITDA financial goals. Adjusted EBITDA was the key metric for legacy Six Flags as it was well understood by its investor community and internal participants.

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The 2024 target awards for the legacy Six Flags NEOs, as a percentage of 2024 base salary and in dollars, were as follows. The target award amounts were set to reflect a full year award opportunity (subject to proration in connection with the Merger completion):

A pro-rata portion of the 2024 cash incentive awards was paid to the legacy Six Flags NEOs at target, which was the greater of actual and target performance at the closing of the Merger. The remaining portion of the legacy Six Flags cash incentive awards was canceled. Final first half 2024 cash incentive payouts for the legacy Six Flags NEOs were as follows:

Potential payouts for the legacy Six Flags annual cash incentive awards were based on specified threshold, target and maximum levels of performance and were interpolated for performance between those levels. The following scale applied to calculating the legacy Six Flags 2024 annual cash incentive award payouts (with amounts interpolated between the various levels):

The legacy Six Flags target Adjusted EBITDA for the first six months of 2024 was $117.1 million. For January 1, 2024 through June 30, 2024, legacy Six Flags achieved Adjusted EBITDA of $111.1 million, which represented approximately 95% of the target. See Compensation Discussion and Analysis – Compensation Performance Measures for an explanation of how Adjusted EBITDA is computed. Legacy Six Flags approved paying out a prorated portion of its 2024 cash incentive awards at the greater of actual and target performance, consistent with the merger agreement terms. Accordingly, with performance for the first six months of 2024 below the target level by 5%, payouts were at 50% of the full year target award amounts.

Post-Merger Second Half 2024 Cash Incentive Awards

Following the closing of the Merger and the cancellation of the remaining unpaid portions of the legacy companies’ annual cash incentive awards, we established combined Company goals for the second half of 2024 and approved target second half cash incentive awards based on Adjusted EBITDA goals, to incentivize the management team to drive Company performance in the first six months following the closing.

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The target cash incentive award opportunities for the second half of 2024 for the named executive officers (as a percentage of post-Merger 2024 base salary and in dollars) were as follows:

Final cash incentive award payouts for the second half of 2024 for the named executive officers were as follows:

Payouts for the post-Merger cash incentive awards for the second half of 2024 were based on specified threshold, target and maximum levels of combined Company performance and were interpolated for performance between those levels. Payouts for the post-Merger cash incentive awards for the second half of 2024 were calculated at the following scale (with amounts interpolated between the various levels) for all the NEOs, except Mr. Bassoul (whose scale was in accordance with the terms of his employment agreement):

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Summary Compensation Table

The table below summarizes the total compensation paid to or earned by each of the named executive officers for the fiscal year ended December 31, 2024. The table also summarizes, for each of our named executive officers for 2024 who was also one of the named executive officers for either of the legacy companies for 2023 and/or 2022, the total compensation paid to or earned by the officer for the fiscal years ended December 31, 2023 and 2022.