Amendment: SEC Form 10-K/A filed by Six Flags Entertainment Corporation

SIX FLAGS ENTERTAINMENT CORPORATION

2024 FORM 10-K/A CONTENTS

Table of Contents

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PART III

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Board of Directors

The Board of Directors of the Company (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 previously disclosed in our Current Report on Form 8-K filed with the SEC on March 10, 2025, pursuant to the Cooperation Agreement by and between the Company and Dendur Capital LP, the Company has agreed to nominate Felipe Dutra and Steven Hoffman as Class I directors for election to the Board at the 2025 annual meeting of stockholders of the Company (the “2025 Annual Meeting”) and will nominate, recommend, support and solicit proxies for the election of each of Mr. Dutra and Mr. Hoffman at the 2025 Annual Meeting in the same manner as for the Company’s other nominees at the 2025 Annual Meeting. Separate from the agreements made in the Cooperation Agreement, the Company will also nominate Sandra Cochran and Michael Colglazier for election to its Board at the Company’s 2025 Annual Meeting as Class I directors. Effective immediately prior to the 2025 Annual Meeting, each of Michelle Frymire (Class II), Esi Eggleston Bracey (Class II), D. Scott Olivet (Class II), and Enrique Ramirez Mena (Class I) will resign from the Board. Each of Chieh Huang, Louis Carr and Jennifer Mason will be re-classified from Class I directors to Class II directors, along with continuing Class II director Marilyn Spiegel, to serve for a term expiring at the 2026 annual meeting of stockholders of the Company. No changes are anticipated with respect to the Class III directors.

Class I Directors serving until 2025:

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Class II Directors serving until 2026:

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Class III Directors serving until 2027:

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Executive Officers

Information regarding executive officers of the Company is included in the Original Form 10-K under the caption “Supplemental Item. Information about our Executive Officers” in Item 1 of Part I and is incorporated herein by reference.

Director Nominations

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.

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 [email protected] 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.

Audit Committee

The Company has a separately designated standing audit and finance committee (the “Audit and Finance Committee”). The Audit and Finance Committee is responsible for appointing, evaluating and meeting with our independent registered public accounting firm and for assisting the Board in its oversight of the financial statement reporting, internal audit and risk management functions. The Audit and Finance Committee meets frequently during the year and discusses with management and our independent registered public accountant: (1) current business trends affecting the Company; (2) major risks facing the Company; (3) steps management has taken to monitor and control such risks; and (4) adequacy of internal controls that could significantly affect the Company’s financial statements. The Audit and Finance Committee also reviews the Company’s risk management process for identification of and response to risks that may materially impact the business, including risks related to cyber-security, privacy and information technology, and assesses the steps management has taken to monitor and control such risks, as well as reviews the Company’s controls, procedures and processes related to its reporting relating to sustainability and environmental, social and governance matters. The Audit and Finance Committee Chair provides the Board with regular reports concerning its risk oversight activities.

The Audit and Finance Committee consists of Michelle M. Frymire (Chair), Chieh Huang, Jennifer Mason and Arik Ruchim. All committee members are independent directors under New York Stock Exchange (“NYSE”) listing standards and as required under Section 301 of the Sarbanes-Oxley Act of 2002. Mses. Frymire and Mason and Mr. Ruchim qualify as Audit Committee Financial Experts as defined by the SEC.

Code of Conduct and Ethics and Corporate Governance Guidelines

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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ITEM 11 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.

SUMMARY

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.

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.

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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 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.

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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 Original 10-K.

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 the 2025 Annual 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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DETERMINING EXECUTIVE COMPENSATION

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 SEC 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 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 Compensation 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.

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:

Post-Merger Peer Group – Combined Company

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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:

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.

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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.

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.

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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.

COMPENSATION PERFORMANCE MEASURES

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.

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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.

ELEMENTS OF EXECUTIVE COMPENSATION

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.

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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.

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.

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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.

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.

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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.

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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Following are the legacy Cedar Fair NEOs’ March 2024 targeted long-term incentive awards, which were determined as a target dollar value at grant, along with the percentage of base salary that those target dollar values reflect:

In setting long-term incentive award levels for 2024, the legacy Cedar Fair compensation committee focused primarily on the dollar value of the awards, including the relation to total targeted direct compensation and in the context of its most recently refreshed peer group analysis and market comparability study. Once grant date target award values were established, they were allocated to performance unit awards (at target) (70%) and restricted unit awards (30%) and converted to a number of units based on the unit price on the day before the grant date.

Legacy Cedar Fair 2024-2026 Performance Unit Awards

The pre-Merger numbers of potential performance units that could have been earned (1) for achieving targeted performance, and (2) for maximum performance under the performance unit awards granted to the Legacy Cedar Fair NEOs in March 2024 were as follows:

The potential payouts were tied to the level of achievement of three-year cumulative Un-Levered Pre-Tax Free Cash Flow (weighted at 60%) and Adjusted EBITDA (weighted at 40%), and no awards would be paid if the threshold level of performance was not achieved, under the initial terms of the awards. See Compensation Discussion and Analysis – Compensation Performance Measures for a discussion of how these goals are defined and measured. Payouts of these awards would have been based on the following scale (with amounts interpolated between the various levels):

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These awards accrued distribution equivalents in cash up and until the Merger, and accrue dividend equivalents in cash when the Company makes dividend payments to its stockholders, which will be paid out along with the original awards. Any payouts would be after the end of the performance period only in shares of common stock, consistent with the program’s focus on alignment with stockholder interests. The target number of performance units were converted into corresponding time-based restricted stock units denominated in shares of the Company’s common stock at the closing of the Merger based upon the legacy Cedar Fair merger exchange ratio, and no performance conditions remain post-Merger. The converted awards are subject to time-based vesting and otherwise remain outstanding and subject to the same terms and conditions as applied prior to the Merger, including vesting protections for qualifying terminations that occur within a period of 24 months following the Merger closing date. Subject to approval requirements in the merger agreement, the legacy Cedar Fair board had retained, but did not exercise, the discretion to only convert a pro rata portion of these awards.

2024 Restricted Unit Awards

The time-based restricted unit awards granted to the legacy Cedar Fair NEOs in March 2024, constituted 30% of the total legacy Cedar Fair 2024 LTIP awards and were as follows:

Under the merger agreement, these (and other) legacy Cedar Fair restricted units were converted into a corresponding Company restricted stock award, with the number of shares of the Company’s common stock subject to such converted award based on the Cedar Fair exchange ratio in the merger agreement. The converted legacy Cedar Fair equity awards are subject to time-based vesting and remain outstanding and subject to the same terms and conditions as applied to the corresponding legacy Cedar Fair equity award immediately prior to the applicable time, including vesting protections for qualifying terminations that occur within a period of 24 months following the Merger closing date. One-third of these time-based restricted stock awards vests each year over an approximate three-year period. The restricted periods lapse in March of 2025, 2026 and 2027, subject to the executive’s continuous employment through the applicable payment date and applicable exceptions. Restricted units are non-transferable during the restricted period. These awards will accrue dividend equivalents if and when the Company makes dividend payments to its stockholders, which will be paid out in cash upon the lapse of the restricted period. The awards are subject to continued vesting in qualifying termination situations and include exceptions for double trigger change-in-control situations.

Initial Post-Merger Performance Stock Unit Awards

The Compensation Committee recommended and the Board granted initial post-merger performance stock unit awards (“Initial Post-Merger Performance Stock Unit Awards”) in 2024 in order to incentivize our team to drive Adjusted EBITDA performance in the 12-30 months following the completion of the Merger.

The following are the Initial Post-Merger Performance Stock Unit Award values, which were determined as a target dollar value at grant:

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In setting long-term incentive award levels for the second half of 2024, the Compensation Committee set the target Initial Post-Merger Performance Stock Unit Award amounts at levels consistent with the post-Merger annual long-term incentive compensation values approved for the legacy Cedar Fair NEOs employment agreements.

The numbers of potential shares of common stock that may be earned under the Initial Post-Merger Performance Stock Unit Awards (1) for achieving targeted performance, and (2) at maximum, were as follows:

Each executive will be eligible to receive between 0% and 200% of the target number of shares under the performance stock units. The performance stock units will be eligible to vest based on the attainment of specified trailing-four-quarter Adjusted EBITDA performance goals attained by the Company during the 12 to 30 months following the closing of the Merger. The performance period ends December 31, 2026, and payouts are subject to each executives’ continued employment with the Company through the determination date following the end of the performance period. Payouts of the Initial Post-Merger Performance Stock Unit Awards will be based on the following scale (with amounts interpolated between the various levels):

These awards will not accrue dividend equivalents. If earned, the Initial Post-Merger Performance Stock Unit Awards would be paid after the end of the performance period only in shares of common stock, consistent with our program’s focus on alignment with stockholder interests, and subject to the executive remaining in continuous employment through the payment date except for certain qualifying terminations.

Merger Completion Awards

Legacy Cedar Fair approved transaction-based awards (the “Merger Completion Awards”) to the legacy Cedar Fair NEOs to recognize their efforts in driving to a successful completion of the Merger. Messrs. Zimmerman, Witherow, Fisher and Nurse received unit-based awards, and Mr. White’s award would pay out in cash. All of the Legacy Cedar Fair NEO’s Merger Completion Awards were subject to the Merger closing and would only be earned if the Merger closed.

Upon the closing of the Merger, Messrs. Zimmerman, Witherow, Fisher and Nurse’s Merger Completion Awards were converted into corresponding awards denominated in shares of the combined company’s common stock, based on the Cedar Fair exchange ratio set forth in the merger agreement. For Messrs. Zimmerman, Witherow, Fisher and Nurse, 50% of the equity was payable 12 months after the grant date, and the other 50% of the equity is payable on June 4, 2025, subject to the continuous employment requirements of the awards. A portion of the restricted stock underlying Mr. Zimmerman’s Merger Completion Awards was granted in December 2023, and a portion was granted in February 2024. Mr. White’s merger completion award was paid in cash following the closing of the Merger.

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Mr. Bassoul also received a merger completion award. 50% of Mr. Bassoul’s merger completion award was paid in cash upon the closing of the Merger and the other 50% was paid in legacy Six Flags restricted stock, which vested upon the closing of the Merger and converted into the applicable number of shares of Company common stock based on exchange ratio set forth in the Merger Agreement.

Prior Year Award Conversions and Performance Determinations

Legacy Cedar Fair – At the time of the Merger, pursuant to the merger agreement, the legacy Cedar Fair NEOs’ outstanding performance unit awards converted into corresponding time-based restricted stock units denominated in shares of the Company’s common stock based on the greater of target and actual performance, as assessed by the legacy company’s compensation committee and further described below. The number of shares of the Company’s common stock resulting from the conversion was based on the Cedar Fair exchange ratio in the merger agreement. The converted awards remain subject to the same terms and conditions as applied to the corresponding legacy Cedar Fair equity award immediately prior to the Merger (including service-based vesting conditions), except these awards are no longer subject to future performance-based vesting conditions.

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Legacy Six Flags – As agreed in connection with the Merger, a portion of the legacy Six Flags performance stock unit awards held by each of Mr. Bassoul and Mr. Mick, whether vested or unvested, were settled in restricted shares of legacy Six Flags common stock immediately prior to closing and then converted into fully vested shares of Company common stock at the time of the Merger. As provided in the Merger Agreement and related arrangements with such executives, the remaining portion of pre-Merger legacy Six Flags’ performance stock unit awards held by Messrs. Bassoul and Mick immediately prior to closing were forfeited at the closing, and the Company granted Messrs. Bassoul and Mick Initial Post-Merger Performance Stock Unit Awards based upon post-closing combined Company goals and in amounts commensurate with the pre-Merger performance award opportunities otherwise being forfeited at the closing.

2025 Compensation Program Updates

The approved executive compensation program for 2025 is aligned with the executives’ employment agreements, and includes a mix consistent with the legacy Cedar Fair approach. Accordingly, the 2025 executive compensation program includes base salary, annual cash incentive awards and (for the legacy Cedar Fair NEOs) long-term equity awards. The 2025 annual cash incentive awards are based on Adjusted EBITDA goals for 2025, and the long-term equity awards consist of 30% restricted stock with ratable vesting over three years, and 70% performance stock unit awards based on cumulative un-levered pre-tax free cash flow goals for 2025-2027. The Company did not grant equity awards to the legacy Six Flags NEOs in 2025.

Employment Agreements, Post-Employment and Change in Control Compensation

We entered into employment agreements with Messrs. Zimmerman, Bassoul, Witherow, Fisher, Nurse, White and Mick in connection with or following the Merger. Each employment agreement specifies base salary level and provides for or confirms the initial post-Merger performance stock unit award. The employment agreements also provide that each of Messrs. Zimmerman, Witherow, Fisher and Nurse will receive, and provided that Mr. White would receive, certain target levels of annual cash incentive awards and annual equity grants during the terms of their respective employment agreement having certain target values on the date of grant, with the terms and conditions of awards to be determined by the Board. Mr. Bassoul’s employment agreement provides that he will receive, and Mr. Mick’s employment agreement provided that he would receive certain target levels of annual cash incentive awards during the terms of their respective employment agreement having certain target values on the date of grant, with the terms and conditions of awards to be determined by the Board.

The employment agreements provide for certain benefits in termination and change-in-control situations. In addition, certain of our incentive plans contain termination and change-in-control provisions that apply to our named executive officers. The employment agreements foster long-term retention while still allowing the Compensation Committee to exercise discretion in setting performance goals and designing incentive compensation award structures. The agreements that would apply to our named executive officers in a termination and change-in-control situation, and the separation and release agreements entered into in connection with Mr. White’s and Mr. Mick’s departures from the Company, are discussed in detail under the Potential Payments Upon Termination or Change in Control section below. See also Narrative to Summary Compensation and Grants of Plan-Based Awards Tables – Other Awards.

Clawback Policy

Prior to the Merger, each of legacy Cedar Fair’s and legacy Six Flags named executive officers’ incentive-based compensation was subject to their respective clawback policies, which the legacy companies adopted or updated in 2023 in order to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules promulgated thereunder, and the applicable listing standards of the New York Stock Exchange (the “NYSE”). Following the Merger, each named executive officers’ incentive-based compensation became subject to the Company’s Clawback Policy. Under our Clawback Policy, if the Company is required to prepare an accounting restatement, our Board shall require reimbursement or forfeiture of any excess incentive-based compensation received by any executive officer during the three (3) completed fiscal years immediately preceding the date on which the Company is required to make the restatement. Our employment agreements and certain other arrangements such as our equity awards also contain certain clawback provisions.

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Retirement Programs

Prior to the Merger, Legacy Cedar Fair’s named executive officers participated in the tax-qualified Cedar Fair Retirement Savings Plan. This plan, or a similar plan, was available to all eligible employees and contained a 401(k) matching program. It also had a profit-sharing component through 2022, with the annual amount of the profit-sharing contribution determined by the Board, after consideration of the legacy Cedar Fair’s compensation committee’s recommendation.

Similarly, legacy Six Flags maintained a contributory 401(k) plan available to employees of legacy Six Flags who met the age and service requirements. Legacy Six Flags made matching contributions in the amount of 100% of the first 3% of salary contributions and 50% of the next 2% of salary contributions made by employees for a total match contribution of 4% (subject to tax law limits). Legacy Six Flags also maintained a Supplemental 401(k) Plan, although none of its named executive officers participated in such plan.

The Company assumed the legacy Cedar Fair and legacy Six Flags retirement programs in the Merger. Effective January 1, 2025, the legacy Cedar Fair plan was redesigned to align with the legacy Six Flags salary contribution and company matching schedule. Our contributions under these plans for the named executive officers are included in the “All Other Compensation” column of the Summary Compensation Table.

Perquisites

Prior to the Merger, legacy Cedar Fair historically provided limited perquisites to certain of its named executive officers that it viewed to be reasonable, competitive and consistent with its overall compensation philosophy. When used, legacy Cedar Fair believed that these benefits generally enhanced the competitiveness of their compensation packages and represented a small percentage of overall compensation. Prior to the Merger, legacy Six Flags also historically provided a limited number of perquisites and other personal benefits to its named executive officers, which it viewed to be reasonable and consistent with market practices.

The Company currently provides limited perquisites to certain of our named executive officers that we believe are reasonable, competitive and consistent with our overall compensation philosophy. When used, we believe that these benefits generally enhance the competitiveness of our compensation packages and represent a small percentage of overall compensation. The Company covers and reimburses commuting expenses for Mr. Nurse, including the cost of housing and transportation in connection with his travel to our office in Charlotte, NC. The Company also covers travel expenses for Mr. Bassoul. Amounts for such commuting expenses are included in the “All Other Compensation” column of the Summary Compensation Table.

RISK ASSESSMENT PROCESS

The Compensation Committee has reviewed our compensation programs and concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. This risk assessment process included a review of the design and operation of our compensation programs, consultation with our compensation consultants, review of a risk assessment matrix which aided us in the process of identifying and evaluating situations or compensation elements that may raise material risks, and an evaluation of the controls and processes we have in place to manage those risks. Because we provide different types of compensation, consider various factors in assessing Company and individual performance, and the Compensation Committee retains discretion in certain compensation matters, we believe that our compensation program provides an effective and appropriate mix of incentives to help ensure the Company’s performance is focused on long-term value creation and does not encourage our executives to take unreasonable risks with respect to our business.

IMPACT OF ACCOUNTING CONSIDERATIONS

In adopting various executive compensation plans and packages, as well as in making certain executive compensation decisions, particularly with respect to grants of stock-based long-term incentive awards, the Compensation Committee considers the accounting treatment and the anticipated financial statement impact of such decisions, as well as the anticipated dilutive impact on stockholders.

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SECURITIES TRADING POLICY

The Company has a policy governing the purchase, sale and/or other dispositions of its securities by directors, officers and employees (or the company itself) that is reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards. In addition, this policy restricts short sale transactions and transactions involving put or call options relating to Company securities, pledging of Company securities, and holding of Company securities in margin accounts.

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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.

The amounts included in this table for all performance and other incentive-based share awards were computed based on the probable outcome of the applicable performance conditions on the grant date, which was the target level of performance for all goals applicable to such awards except as otherwise indicated herein. The 2024 amount for each legacy Cedar Fair NEO includes the grant date fair value of the 2024 restricted unit awards, the grant date fair value of the performance unit awards for the 2024-2026 performance period and the grant date fair value of the Initial Post-Merger Performance Stock Unit Awards. The ASC Topic 718 grant date fair value of the 2024-2026 performance unit awards by executive assuming target and maximum levels of performance are as follows: Mr. Zimmerman - $3,499,985 (target), $4,374,981 (maximum); Mr. Witherow - $1,015,020 (target), $1,268,775 (maximum); Mr. Fisher - $1,161,989 (target), $1,452,487 (maximum); Mr. Nurse - $700,014 (target), $875,017 (maximum); and Mr. White - $588,003 (target), $735,004 (maximum). The grant date fair value of the Initial Post-Merger Performance Stock Unit Awards, based on the probable outcome of the performance condition at the grant date, is reflected at the threshold level, or 25% in column (e). The ASC Topic 718 grant date fair value of the Initial Post-Merger Performance Stock Unit Awards: Mr. Zimmerman - $7,387,524 (target), $14,775,047 (maximum); Mr. Bassoul - $13,600,710 (target), $27,201,420 (maximum); Mr. Witherow - $2,390,089 (target), $4,780,178 (maximum); Mr. Fisher - $2,955,037 (target), $5,910,073 (maximum); Mr. Nurse - $1,825,142 (target), $3,650,283 (maximum); Mr. Mick - $2,677,907 (target), $5,355,814 (maximum); and Mr. White - $629,984 (target), $1,259,968 (maximum). The 2024 amount for Mr. Zimmerman also includes an additional unit-based Merger Completion Award related to the Merger; however, since the consummation of the business combination was not deemed probable under ASC Topic 718 as of the grant date, the grant date fair value of the unit-based Merger Completion Award, based on the probable outcome of the performance condition at the grant date, is reflected as $0 in column (e). The grant date fair value of the number of units that were earned under Mr. Zimmerman’s award upon the closing of the Merger was $955,684.

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The 2024 amount for each legacy Six Flags NEO also includes the grant date fair value associated with certain pre-Merger legacy Six Flags’ awards that were settled and vested at the time of the Merger (see footnote (8)).

The 2023 amount for each legacy Cedar Fair NEO includes the grant date fair value of the 2023 restricted unit awards and the grant date fair value of the performance unit awards for the 2023-2025 performance period. The ASC Topic 718 grant date fair value of the 2023-2025 performance unit awards by executive assuming target and maximum levels of performance are as follows: Mr. Zimmerman - $3,499,985 (target), $6,999,970 (maximum); Mr. Witherow - $1,015,005 (target), $2,030,010 (maximum); Mr. Fisher - $1,162,020 (target), $2,324,040 (maximum); and Mr. Nurse - $524,985 (target), $1,049,970 (maximum). Messrs. Zimmerman, Witherow, Fisher and Nurse also received unit-based Merger Completion Awards in December 2023 related to the Merger. Since the consummation of the business combination was not deemed probable under ASC Topic 718 as of the grant date, the grant date fair value of the unit-based Merger Completion Awards, based on the probable outcome of the performance condition at the grant date, is reflected as $0 in column (e). The grant date fair value of the number of units that were earned under the December 2023 awards upon the closing of the Merger were as follows: Mr. Zimmerman - $3,571,295; Mr. Witherow - $1,999,985; Mr. Fisher - $1,999,985; and Mr. Nurse - $999,992.

The 2022 amount for each legacy Cedar Fair NEO includes the grant date fair value of the 2022 restricted unit awards and the grant date fair value of the performance unit awards for the 2022-2024 performance period. The ASC Topic 718 grant date fair value of the 2022-2024 performance unit awards by executive assuming target and maximum levels of performance are as follows: Mr. Zimmerman - $3,062,525 (target), $6,125,049 (maximum); Mr. Witherow - $993,276 (target), $1,986,552 (maximum); Mr. Fisher - $1,120,009 (target), $2,240,018 (maximum); and Mr. Nurse - $495,609 (target), $991,217 (maximum). The 2022 amount for Mr. Fisher also includes an additional 50,000 time-based restricted units award made to Mr. Fisher in August 2022 in recognition of Mr. Fisher’s leadership and efforts in completing the sale of the land at California’s Great America.

Assumptions used in the calculation of these amounts are discussed in Note 9 to the Company’s audited financial statements for the fiscal year ended December 31, 2024, included in the Original 10-K.

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Grants of Plan-Based Awards Table for 2024

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Narrative to Summary Compensation and Grants of Plan-Based Awards Tables

The description that follows summarizes the terms and conditions of our employment arrangements with our named executive officers. It also summarizes the terms of and the programs under which the compensation reflected in the tables for our named executive officers was awarded. Additional information is provided in the Compensation Discussion and Analysis and Potential Payments upon Termination or Change in Control sections.

EMPLOYMENT AGREEMENTS

We have an employment agreement with Richard A. Zimmerman, our President and Chief Executive Officer, effective July 1, 2024 for a three (3) year term, subject to extension through good faith negotiations between Mr. Zimmerman and the Company. The agreement establishes Mr. Zimmerman’s base salary at an annual rate of $1,100,000 commencing as of the closing and provides that his base salary will be reviewed from time to time, but will not be subject to decrease except in the event of salary reductions applicable to substantially all of our senior executives. During his employment period, Mr. Zimmerman is eligible to participate in our cash incentive compensation plans and equity incentive plans, including our 2024 Omnibus Incentive Plan (the “Omnibus Plan”), at a level appropriate to his respective position and performance, as determined by the Board. Per the terms of his employment agreement, his target cash incentive award will be 150% of his post-Merger base salary, pro-rated for the period from closing of the Merger through December 31, 2024 and his target annual cash incentive awards shall be 150% of his base salary each year beginning in 2025. The employment agreement also provides that Mr. Zimmerman has received an award of performance stock units under the Omnibus Plan with respect to a target number of 163,116 shares of the Company’s common stock. The employment agreement also provides that Mr. Zimmerman will receive an annual equity grant during the term of the agreement with a target value of $8,500,000 on the date of grant, with the terms and conditions of awards to be determined by the Board. The agreement provides that his cash and equity incentive compensation will be reviewed from time to time but will not be subject to decrease except in the event of a reduction applicable to substantially all of our senior executives.

The agreement provides that in certain situations, if Mr. Zimmerman’s employment is terminated, he becomes fully vested in (i) any equity awards granted after the closing under the employment agreement and (ii) equity awards that were made under legacy Cedar Fair’s 2016 Omnibus Incentive Plan and converted at closing into equity awards denominated in shares of the Company’s common stock (all such converted legacy Cedar Fair equity awards hereafter referred to as “Rollover Equity”) that vest within 18 months after his termination of employment. This 18-month provision does not apply to Mr. Zimmerman’s Merger Completion Awards. The agreement provides for any equity awards under the Omnibus Plan and Rollover Equity to immediately vest upon a termination that occurs during the twenty-four (24) month period following a change in control or within the twenty-four (24) month period following the effective date of his employment agreement. Any calendar year cash incentive compensation awards are to be paid to Mr. Zimmerman at the same time as our other senior executives and no later than March 15 following the end of the year. Mr. Zimmerman generally must be employed on the last day of the year to receive a cash incentive award for that year, but the agreements specify certain situations where a termination of employment would not result in forfeiture of a cash incentive award. See the Potential Payments Upon Termination or Change in Control section for detailed descriptions of the above-described situations and other potential termination and change in control benefits. In addition, Mr. Zimmerman is eligible to participate in any benefit and compensation plans that we offer from time to time, including medical, disability, life insurance, 401(k) and deferred compensation plans, on the same basis as our other senior executives, and he is entitled to six (6) weeks of annual paid vacation days. The agreement is subject to our Clawback Policy and contains non-competition, confidentiality, non-disparagement and assignment of inventions provisions in favor of the Company that is further described below.

Our employment agreements with Mr. Witherow (our Chief Financial Officer), Mr. Fisher (our Chief Operating Officer), Mr. Nurse (our Chief Legal and Compliance Officer and Corporate Secretary), and Mr. White (our Chief Commercial Officer) were also effective July 1, 2024. The agreements with Messrs. Witherow, Fisher and Nurse have three (3) year terms, subject to extension by good faith negotiations between the Company and executive. Mr. White entered into an executive release agreement with the Company on March 26, 2025, and his employment with the

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Company will terminate on May 2, 2025. The agreements entitle Messrs. Witherow, Fisher and Nurse, and entitled Mr. White, to receive a specified annual base salary, which will be reviewed from time to time but will not be subject to decrease except in the event of salary reductions applicable to substantially all of our senior executives. The minimum annual base salary amount specified in the agreements effective as of the Merger closing for each executive are as follows: Mr. Witherow ($670,000); Mr. Fisher ($750,000); Mr. Nurse ($600,000); and Mr. White ($460,000). During the employment period, each executive is eligible, and Mr. White was eligible, to participate in our cash incentive compensation plans and equity incentive plans, including our Omnibus Plan, at a level appropriate to his position and performance, as determined by the Board. Any calendar year cash incentive awards are to be paid to the executive at the same time as our other senior executives and no later than March 15 following the end of the year. The executives generally must be employed on the last day of the year to receive a cash incentive award for that year, but the agreement specifies certain situations where a termination of employment would not result in forfeiture of a cash incentive award.

Per the terms of their employment agreements, the second-half 2024 target cash incentive awards for Messrs. Witherow, Fisher, Nurse and White were 100%, 125%, 100% and 80%, respectively, of their post-Merger base salaries, pro-rated for the period from closing of the Merger through December 31, 2024; in addition, the target annual cash incentive awards shall be 100%, 125%, 100% and 80%, respectively, of their base salaries each year beginning in 2025. Further, their employment agreements provide that Messrs. Witherow, Fisher, Nurse and White have received an award of performance stock units under the Company’s Omnibus Plan with respect to a target number of 52,773, 65,247, 40,299 and 12,090 shares of the Company’s common stock. The employment agreements also provide that Messrs. Witherow, Fisher and Nurse will each receive, and Mr. White would have continued to receive, an annual equity grant during the term of their agreements with a target value of $2,750,000, $3,400,000, $2,100,000 and $630,000, respectively, on the date of grant, with the terms and conditions of awards to be determined by the Board. The executives’ cash and equity incentive compensation will be reviewed from time to time but will not be subject to decrease except in the event of a reduction applicable to substantially all of our senior executives.

The agreements also provide that, if employment is terminated in certain situations, the executive will become fully vested in any (i) equity awards made under the Omnibus Plan and (ii) Rollover Equity that vests within 18 months after the termination of employment. This 18-month provision does not apply to any applicable executive’s Merger Completion Award. The agreements provide for any equity awards under the Omnibus Plan and Rollover Equity to immediately vest upon a termination that occurs during the twenty-four (24) month period following a change in control or within the twenty-four (24) month period following the effective date of their employment agreements. See the Potential Payments Upon Termination or Change in Control section for detailed descriptions of the above-described situations and other potential termination and change in control benefits. See Potential Payments Upon Termination or Change in Control – Payments and Benefits in Connection with Mr. White’s Separation for additional information regarding Mr. White’s departure. For Mr. Nurse, the Company has also agreed to reimburse him for certain commuting expenses incurred in connection with his travel to our office in Charlotte, North Carolina, including the cost of lodging and transportation. In 2024, the Company did not provide any gross ups to any executives.

Our employment agreements with Mr. Bassoul (the former President and Chief Executive Officer of legacy Six Flags and our Executive Chairman of the Board) and Mr. Mick (the former Chief Financial Officer of legacy Six Flags and the Former Chief Integration Officer of the Company) were entered into on July 1, 2024. Mr. Bassoul’s agreement will continue until the earlier of (i) two years, (ii) the date which the Maximum Level of Adjusted EBITDA (as defined in the Initial Post-Merger Performance Stock Unit Award agreement) is achieved, (iii) the date of termination of his employment for any reason, or (iv) the date on which a change in control occurs. Mr. Mick entered into a separation and release agreement with the Company on March 28, 2025, pursuant to which he departed from the Company on March 28, 2025. The agreements provide for a specified annual base salary, which for Mr. Bassoul will be reviewed for increase on the first anniversary of the closing. The minimum annual base salary amount specified in the agreement for Mr. Bassoul, effective beginning July 1, 2024, was $1,550,000. Mr. Mick’s agreement established his minimum base salary at an annual rate of $536,000 commencing July 1, 2024. During the employment period, Mr. Bassoul is, and Mr. Mick was, eligible to participate in our cash incentive compensation plans with applicable performance goals will be reasonably established by the Compensation Committee. Mr. Bassoul’s threshold, target and maximum annual cash incentive opportunity shall be equal to 50%, 150% and 300%, respectively, of his base salary, and Mr. Mick’s target annual cash incentive opportunity was to be equal to 120% of his base salary. See Potential Payments Upon Termination or Change in Control – Payments and Benefits in Connection with Mr. Mick’s Separation for additional information regarding Mr. Mick’s departure.

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Any calendar year cash incentive awards are to be paid no later than five (5) days following the filing of the Company’s Form 10-K for the fiscal year (or, if the Company is not required to or does not file a Form 10-K, no later than five (5) days following the completion of the audit of the applicable fiscal year). Mr. Bassoul generally must be employed on the last day of the year to receive a cash incentive award for that year, but the agreement specifies certain situations where a termination of employment would not result in forfeiture of a cash incentive award. Mr. Bassoul’s agreement also provides that, if executive is “separated from service” (within the meaning of Section 409A of the Code), the executive will become fully vested in any equity awards made under the Company’s Omnibus Plan that are scheduled to vest in the twelve (12)-month period following termination, with all vested options, if any, remaining exercisable for the shorter of their originally scheduled respective terms and twelve months following termination.

Prior to the Merger, Mr. Bassoul held 246,426 legacy Six Flags’ restricted stock units and had the opportunity to earn up to 1,200,000 shares of legacy Six Flags common stock under legacy Six Flags’ performance stock units, and Mr. Mick held 33,346 legacy Six Flags’ restricted stock units and had the opportunity to earn up to 244,420 shares of legacy Six Flags common stock under legacy Six Flags’ performance stock units. In addition, Mr. Mr. Bassoul held 62,370 restricted shares of legacy Six Flags common stock pursuant to his merger completion award in December 2023. Pursuant to the merger agreement and prior to the Merger, 246,426 of such legacy Six Flags’ restricted stock units and 300,000 of such then-outstanding legacy Six Flags’ performance stock units held by Mr. Bassoul, and 33,346 of such legacy Six Flags’ restricted stock units and 67,216 of such legacy Six Flags’ performance stock units held by Mr. Mick, were settled in restricted shares of legacy Six Flags common stock. At the time of the Merger, such legacy Six Flags’ restricted shares fully vested and converted into shares of the Company’s common stock pursuant to the Six Flags exchange ratio in the merger agreement. Additionally, pursuant to the terms of their employment agreements, because Messrs. Bassoul and Mick forfeited the opportunity to earn certain additional performance stock units (900,000 and 177,204, respectively) at the closing, the Company granted Messrs. Bassoul and Mick Initial Post-Merger Performance Stock Unit Awards to allow them to earn up to a specified number of shares of the Company’s common stock based upon post-closing combined Company goals and in amounts commensurate with the pre-Merger performance award opportunities otherwise forfeited at the closing. For Mr. Bassoul, the Company has also agreed to reimburse him for certain commuting expenses incurred in connection with his travel to our offices, including the cost of lodging and transportation. The incremental fair value attributed to the converted legacy Six Flags awards are included in the Summary Compensation Table above. See footnote (8) to the Summary Compensation Table.

See the Potential Payments Upon Termination or Change in Control section for detailed descriptions of those situations and other potential termination and change in control benefits for each of our NEOs. In addition, each executive is eligible to participate in any benefit and compensation plans that we offer from time to time, including medical, disability, life insurance, 401(k) and deferred compensation plans (excluding any severance or bonus plans not specifically referenced in the executive’s employment agreement), on the same basis as our other senior executives (other than the CEO), and the executive is entitled to annual vacation days and reimbursement for reasonable business expenses incurred in performing his or her duties in accordance with policies that we maintain from time to time. Each agreement is subject to our Clawback Policy and contains non-competition, confidentiality, non-disparagement and assignment of inventions provisions in favor of the Company that is further described below.

Under our Clawback Policy, which applies to all incentive compensation received by a person on or after October 2, 2023, if the Company is required to prepare an accounting restatement, our Board shall require reimbursement or forfeiture of any excess incentive-based compensation received by any executive officer during the three (3) completed fiscal years immediately preceding the date on which the Company is required to make the restatement, regardless of whether any misconduct occurred. For a discussion of the benefits that would be provided by the employment agreements in the event of each executive’s death, retirement, disability or other terminations or upon a change in control, see Potential Payments Upon Termination or Change in Control.

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CASH INCENTIVE AWARDS

The amounts reported in column (f) of the Summary Compensation Table represent final payouts of the annual cash incentive awards for 2024, 2023 and 2022, which were tied to the achievement of performance measures and target award opportunities. For 2024, the annual cash incentive awards reflect: (i) awards granted by legacy Cedar Fair to the legacy Cedar Fair NEOs (“legacy Cedar Fair First Half 2024 Cash Incentive Awards”) and awards granted by legacy Six Flags to the legacy Six Flags NEOs (“legacy Six Flags First Half 2024 Cash Incentive Awards”) prior to the Merger (in March and February, respectively); and (ii) second-half awards granted to the named executive officers by the Company following the closing of the Merger (“post-Merger Second Half 2024 Cash Incentive Awards”) after the cancellation of the remaining unpaid portions of the legacy companies’ annual cash incentive awards. For 2024, the target cash incentive award opportunities were based on a target for functional currency Adjusted EBITDA before incentive compensation expense financial goals (for the legacy Cedar Fair First Half 2024 Cash Incentive Awards), Adjusted EBITDA (for the legacy Six Flags First Half 2024 Cash Incentive Awards) and Adjusted EBITDA (for the post-Merger Second Half 2024 Cash Incentive Awards). The threshold, target and maximum cash incentive awards for 2024 are reported in columns (c), (d) and (e), respectively, of the Grants of Plan-Based Awards Table. For additional detail regarding our cash incentive award program and the 2024 cash incentive awards (including the percentage of 2024 base salary (pre- and post-Merger) represented by each executive’s target award opportunity, payout scales established, and the payout levels), see Compensation Discussion and Analysis – Elements of Executive Compensation – Cash Incentive Awards.

For 2023 and 2022 and for Messrs. Zimmerman, Witherow and Fisher, 90% of the target cash incentive award opportunities were based on a target for legacy Cedar Fair consolidated functional currency Adjusted EBITDA before incentive compensation expense for the year, and 10% of the target cash incentive award opportunities were based upon the achievement of individual performance goals. For 2023 and 2022 and for Mr. Nurse, 85% of the target cash incentive award opportunities were based on a target for consolidated functional currency Adjusted EBITDA before incentive compensation expense for the year, and 15% of the target cash incentive awards were based upon the achievement of individual performance goals. For 2023 and 2022, payout of the Adjusted EBITDA portion of the award could range from 0% up to a maximum of 200% of the target award, and specific threshold, target and maximum levels of performance and related payout scales were established. In addition to the threshold, target and maximum levels, there was an additional level for the Adjusted EBITDA portion of the award between target and maximum for which 150% of the target award could be earned. For 2023 and 2022, there was a 25% threshold payout level to the performance / payout curve for achievement at 91% of target and an additional level in between threshold and target for the Company performance goals for which 50% of that portion of the target award could have been earned.

For 2023 and 2022 and for Messrs. Bassoul and Mick, 85% of the target cash incentive award opportunities were based on a target for Adjusted EBITDA and 15% of the target cash incentive award opportunities were based on the achievement of guest satisfaction goals. The target payout opportunity for the Adjusted EBITDA performance component required achievement of Adjusted EBITDA that legacy Six Flags had never achieved.

LEGACY CEDAR FAIR RESTRICTED UNIT AWARDS

The amounts reported in column (e) of the Summary Compensation Table include grant date fair values of time-based restricted unit grants to the legacy Cedar Fair named executive officers in 2024, 2023 and 2022. At the time of the Merger, pursuant to the merger agreement, the legacy Cedar Fair NEOs’ restricted unit awards were generally converted into corresponding awards related to the Company’s common stock in connection with the Merger closing. The restricted period on the 2024, 2023 and 2022 legacy Cedar Fair NEOs’ awards will lapse upon the executive’s continuous employment through the applicable vesting dates, as follows:

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The table above does not include: (1) an additional 50,000 time-based restricted unit award to Mr. Fisher in August 2022, which vests on August 23, 2025; (2) the restricted unit new hire award to Mr. Nurse in November 2021, which vested on February 24, 2025; and (3) the restricted unit retention award to Mr. White in February 2022, which remaining unvested portion vested on February 24, 2025.

The executive is unable to sell, transfer, pledge or assign the converted restricted stock during the applicable restricted period and will not receive any payments or previous partnership distributions or any Company dividends during that period, but the executive may vote the restricted stock during the restricted period. The restricted stock accumulates dividend equivalents during the restricted period in the same form as any such dividends. Upon the expiration of the applicable restricted period, the stock will thereafter be unrestricted and any accrued dividend equivalents will be paid promptly. For additional detail regarding the 2024 legacy Cedar Fair restricted unit awards, see Compensation Discussion and Analysis – Elements of Executive Compensation – Long-Term Incentive Compensation (and the 2024 Restricted Unit Awards discussion therein). The converted awards remain outstanding and subject to the same terms and conditions as applied to the corresponding legacy Cedar Fair equity award immediately prior to the Merger, except the awards are now subject to the termination and change in control benefits as set forth in the employment agreements (see Potential Payments Upon Termination or Change in Control later in this Form 10-K/A).

LEGACY SIX FLAGS RESTRICTED STOCK AND RESTRICTED STOCK UNIT AWARDS

The amounts reported in column (e) of the Summary Compensation Table also include grant date fair values of time-based restricted stock unit and restricted stock grants to the legacy Six Flags NEOs in 2023 and 2022: (1) a 62,370 restricted stock closing bonus award to Mr. Bassoul in December 2023, which converted into fully vested shares of Company common stock at the time of the Merger; (2) a 17,562 restricted stock unit award to Mr. Mick in March 2023, which converted into fully vested shares of Company common stock at the time of the Merger; and (3) 13,675 and 10,000 restricted stock unit awards to Mr. Mick in June 2022, which each would have vested on the first three anniversaries of the grant date, which converted into fully vested shares of Company common stock at the time of the Merger.

PERFORMANCE-BASED EQUITY AWARDS

The amounts reported in column (e) of the Summary Compensation Table also include the grant date fair values, calculated in accordance with ASC Topic 718 and based upon the probable outcome of the performance conditions, of performance unit awards and performance stock unit awards, as applicable, granted to our named executive officers in 2024, 2023 and 2022, as applicable. At the time of the Merger, pursuant to the merger agreement, the legacy Cedar Fair NEO’s outstanding performance unit awards converted into corresponding time-based restricted stock units denominated in shares of the Company’s common stock based on the greater of target and actual performance as assessed by the legacy company’s compensation committee and further described within the Prior Year Award Conversions and Performance Determinations section of the Compensation Discussion and Analysis. The number of shares of the Company’s common stock subject to such converted award was based on the Cedar Fair exchange ratio in the merger agreement. The converted awards remain outstanding and subject to the same terms and conditions as applied to the corresponding legacy Cedar Fair equity award immediately prior to the Merger, except the awards are no longer subject to future performance-based vesting conditions (but remain subject to service-based vesting conditions) and are now subject to the termination and change in control benefits as set forth in the employment agreements (see Potential Payments Upon Termination or Change in Control later in this Form 10-K/A).

Initial Post-Merger Performance Stock Unit Awards

The Initial Post-Merger Performance Stock Unit Awards are subject to the level of achievement of specified trailing-four-quarter Adjusted EBITDA performance goals set by the People, Culture & Compensation Committee for the 12 to 30 months following the closing of the Merger. Executives are eligible to receive up to 200% of the target number of potential performance units for the applicable performance period. Payouts will be determined based on a sliding scale of performance objectives, and no awards will be paid if the threshold performance level is not achieved. The Initial Post-Merger Performance Stock Unit Awards will be payable in shares of common stock if earned. No dividend

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equivalent rights are earned on these awards. An executive must remain in continuous employment with us through the payment date or will forfeit the entire award, except in certain scenarios as described in Potential Payments Upon Termination or Change in Control section of this Form 10-K/A. For additional detail regarding these awards, see Compensation Discussion and Analysis – Long-Term Incentive Compensation – Initial Post-Merger Performance Stock Unit Awards.

Legacy Cedar Fair 2024-2026 Performance Unit Awards

The legacy Cedar Fair 2024 performance unit awards were subject to the level of achievement of year cumulative Adjusted EBITDA and un-levered pre-tax free cash flow targets set by legacy Cedar Fair’s compensation committee for the January 1, 2024 through December 31, 2026 performance period. Executives were eligible to receive up to 125% of the target number of potential performance units for the applicable performance period. Payouts were to be determined based on a sliding scale of performance objectives, and no awards would be paid if the threshold performance level was not achieved. At the time of the Merger, the 2024 performance unit awards converted into corresponding time-based restricted stock units denominated in shares of the Company’s common stock at target. For additional detail regarding the conversion of these awards, see Compensation Discussion and Analysis – Prior Year Award Conversion and Performance Determinations.

The legacy Cedar Fair 2024 performance unit awards, as converted into Company time-based restricted stock unit awards will be payable in shares of common stock. Dividend equivalent rights are earned in cash on the number of restricted stock units that become payable after the grant date and before the payment date of the award. The converted amounts under the 2024 performance unit awards will be paid after the end of the original performance period. An executive must remain in continuous employment with us through the payment date or will forfeit the entire award, except in certain scenarios as described in the Potential Payments Upon Termination or Change in Control section of this Form 10-K/A.

Legacy Cedar Fair 2023-2025 Performance Unit Awards

The legacy Cedar Fair 2023 performance unit awards were subject to the level of achievement of cumulative un-levered pre-tax free cash flow versus the target set by the People, Culture & Compensation Committee for the January 1, 2023 through December 31, 2025 performance period. Executives were eligible to receive up to 200% of the target number of potential performance units for the applicable performance period. Payouts were to be determined based on a sliding scale of performance objectives, and no awards would be paid if the threshold performance level was not achieved. At the time of the Merger, the 2023 performance unit awards converted into corresponding time-based restricted stock units denominated in shares of the Company’s common stock at target. For additional detail regarding the conversion of these awards, see Compensation Discussion and Analysis – Prior Year Award Conversion and Performance Determinations.

The legacy Cedar Fair 2023 performance unit awards, as converted into Company time-based restricted stock unit awards will be payable in shares of common stock. Dividend equivalent rights are earned on the number of converted restricted stock units that become payable after the grant date and before the payment date of the award. The converted amounts under the 2023 performance unit awards will be paid after the end of the original performance period. An executive must remain in continuous employment with us through the payment date or will forfeit the entire award, except in certain scenarios as described in Potential Payments Upon Termination or Change in Control section of this Form 10-K/A. For additional detail regarding the conversion of these awards, see Compensation Discussion and Analysis – Prior Year Award Conversion and Performance Determinations.

Legacy Cedar Fair 2022-2024 Performance Unit Awards

The legacy Cedar Fair 2022 performance unit awards were subject to the level of achievement of cumulative un-levered pre-tax free cash flow versus the target set by the People, Culture & Compensation Committee for the January 1, 2022 through December 31, 2024 performance period. Executives were eligible to receive up to 200% of the target number of potential performance units for the applicable performance period. Payouts were to be determined based on a sliding scale of performance objectives, and no awards would be paid if the threshold performance level was not achieved. At the time of the Merger, the 2022 performance unit awards converted into corresponding time-based restricted stock units denominated in shares of the Company’s common stock based on actual level of achievement. For additional detail regarding the conversion of these awards, see Compensation Discussion and Analysis – Prior Year Award Conversion and Performance Determinations.

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The legacy Cedar Fair 2022 performance unit awards, as converted into Company time-based restricted stock unit awards were payable in shares of common stock in February 2025. Dividend equivalent rights were earned on the number of converted restricted stock units that became payable after the grant date and before the payment date of the award. The converted amounts under the 2022 performance unit awards were paid after the end of the original performance period. An executive must have remained in continuous employment with us through the payment date or would have forfeited the entire award, except in certain scenarios as described in Potential Payments Upon Termination or Change in Control section of this Form 10-K/A. For additional detail regarding the conversion of these awards, see Compensation Discussion and Analysis – Prior Year Award Conversion and Performance Determinations.

Legacy Cedar Fair 2021-2025 Performance Unit Awards

The 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. The 2021 awards had annual goals for each of 2023, 2024 and 2025 that increase each year, and there were several potential payout dates. Executives were eligible to receive up to 200% of a targeted number of potential performance units specified in the award agreements for the applicable performance period for the Adjusted EBITDA portion of the 2021 performance unit awards. Payouts on the Adjusted EBITDA portion of the awards were determined based on a sliding scale of performance objectives, and no awards would have been paid if the threshold performance level was not achieved. Units under the Adjusted EBITDA portion of the award would have vested as they are earned starting with 2023 and became payable shortly after the end of the calendar year in which units were earned, subject to the executive remaining in continuous employment through the payment date except for certain qualifying terminations. The Company achieved 97.3% of the functional currency Adjusted EBITDA goal for 2023, resulting in payouts of 80% on that portion of the award. To earn units under the Adjusted EBITDA portion of the award in calendar years 2024 and 2025, the calculated payout must have been incrementally higher than the prior year(s) and the units earned in those years would be limited to the incremental difference, if any. Once we determined payout for a given year, that year would not be re-tested when legacy Cedar Fair assessed performance achievement in the subsequent year(s). Payouts of the Adjusted EBITDA portion of the award were based on the following scale (with amounts interpolated between the various levels and payout as a percentage of the target number of Adjusted EBITDA units): achievement of less than 93% of the applicable annual functional currency Adjusted EBITDA target (0% payout); achievement of 93% of the applicable annual functional currency Adjusted EBITDA target (50% payout); achievement of 100% of the applicable annual functional currency Adjusted EBITDA target (100% payout); achievement of 105% of the applicable annual functional currency Adjusted EBITDA target (150% payout); and achievement greater than or equal to 107% of the applicable annual functional currency Adjusted EBITDA target (200% payout). At the time of the Merger, 150% of the remaining Adjusted EBITDA component of these awards (less the 80% payout previously made for 2023 performance) was converted into corresponding Company time-based restricted stock unit awards in the Merger. For additional detail regarding the conversion of these awards, see Compensation Discussion and Analysis – Prior Year Award Conversion and Performance Determinations.

Performance against the un-levered pre-tax free cash flow and net leverage ratio goals under the 2021 performance units were measured for 2023, and the Company exceeded its net leverage ratio reduction goal for 2023. Performance against the un-levered pre-tax free cash flow goals were to be measured for each of 2024 and, if applicable, 2025, and the targets would have become incrementally more challenging each year. Executives were eligible to receive 50% of the number of potential performance units that would be payable for achieving target Adjusted EBITDA performance for each of the un-levered pre-tax free cash flow and net leverage ratio portions of the 2021 performance unit awards. Each of these additional goals would be determined to have achieved or not achieved with no interpolation for performance or payout. Once the un-levered pre-tax free cash flow goal or net leverage ratio goal was achieved in a given year, additional units could not be earned for achievement of such metric in the subsequent year(s). Payouts for the 2021 performance unit awards could have thus ranged from 0% to 300%. At the time of the Merger, 50% of the 250% total converted for these awards was converted for the target net leverage portion of these awards and 50% of the 250% total converted for these awards was converted to account for the target free cash flow portion of these awards, into corresponding Company time-based restricted stock units. For additional detail regarding the conversion of these awards, see Compensation Discussion and Analysis – Prior Year Award Conversion and Performance Determinations.

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The legacy Cedar Fair 2021 performance unit awards, as converted into Company time-based restricted stock unit awards were payable in shares of common stock in February 2025. Dividend equivalent rights were earned on the number of converted restricted stock units that became payable after the grant date and before the payment date of the award. The converted amounts under the 2021 performance unit awards were paid after the end of the original performance period. An executive must have remained in continuous employment with us through the payment date or would have forfeited the entire award, except in certain scenarios as described in Potential Payments Upon Termination or Change in Control section of this Form 10-K/A. For additional detail regarding the conversion of these awards, see Compensation Discussion and Analysis – Prior Year Award Conversion and Performance Determinations.

Legacy Six Flags 2022-2024 Performance Stock Unit Awards

The 2022 performance unit awards granted to Mr. Mick were subject to the level of achievement of Adjusted EBITDA, guest satisfactory and ESG goals set by legacy Six Flags’ compensation committee for the January 1, 2022 through December 31, 2024 performance period. Mr. Mick was eligible to receive up to 400% of the target number of potential performance units for the applicable performance period. Payouts were to be determined based on a sliding scale of performance objectives, and no awards would be paid if the threshold performance level was not achieved. At the time of the Merger, certain of the 2022 performance unit awards converted into fully vested shares of the Company’s common stock. For additional detail regarding the conversion and vesting of these awards, see Compensation Discussion and Analysis – Prior Year Award Conversion and Performance Determinations and Narrative to Summary Compensation and Grants of Plan Based Awards Tables – Employment Agreements above.

OTHER AWARDS

Merger Completion Awards

Legacy Cedar Fair approved transaction-based awards (the “Merger Completion Awards”) to the legacy Cedar Fair NEOs to recognize their efforts in driving to a successful completion of the Merger. Messrs. Zimmerman, Witherow, Fisher and Nurse received unit-based awards, and Mr. White’s award was paid out in cash. All of the Legacy Cedar Fair NEO’s Merger Completion Awards were subject to the Merger closing and would only be earned if the Merger closed.

Upon the closing of the Merger, Messrs. Zimmerman, Witherow, Fisher and Nurse’s Merger Completion Awards were converted into corresponding awards denominated in shares of the combined Company’s common stock, based on the Cedar Fair exchange ratio set forth in the merger agreement. For Messrs. Zimmerman, Witherow, Fisher and Nurse, 50% of the equity was payable 12 months after the grant date, and the other 50% of the equity is payable on June 4, 2025, subject to the continuous employment requirements of the awards. A portion of the restricted stock underlying Mr. Zimmerman’s Merger Completion Awards was granted in December 2023, and a portion was granted in February 2024. Mr. White’s merger completion award was paid in cash following the closing of the Merger.

Mr. Bassoul also received a merger completion award. 50% of Mr. Bassoul’s merger completion award was paid in cash upon the closing of the Merger and the other 50% was paid in legacy Six Flags restricted stock, which vested upon the closing of the Merger and converted into the applicable number of shares of Company common stock based on exchange ratio set forth in the Merger Agreement.

Since the consummation of the business combination was not deemed probable under ASC Topic 718, the grant date fair value of the unit-based Merger Completion Awards is reflected as $0 in the Unit and Stock Awards column (e) of the Summary Compensation Table. The units covered by Mr. Zimmerman’s February 2024 Merger Completion Award are reflected in column (g) of the Grants of Plan-Based Awards Table.

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Outstanding Equity Awards at Fiscal Year-End for 2024