SEC Form DEF 14A filed by Six Flags Entertainment Corporation

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholders,

We are pleased to invite you to the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 26, 2026 at 12:00 p.m., Eastern time. The Annual Meeting will be held virtually by webcast by visiting www.virtualshareholdermeeting.com/FUN2026. You will not be able to attend the Annual Meeting in person. At this year’s Annual Meeting, you will be asked to vote on the following items:

Proposal 1: Elect three Class II directors for a three-year term expiring in 2029

Proposal 2: Confirm the appointment of Deloitte & Touche LLP as our independent registered public accounting firm

Proposal 3: Approve, on an advisory basis, our named executive officer compensation

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

Your vote is important to us. Please complete and return your proxy card, or vote by telephone or online, even if you plan to attend the Annual Meeting via webcast. If you attend the meeting via webcast, you may revoke the proxy and vote in person on all matters brought before the meeting.

Each holder of record of shares of the Company’s common stock (“common stock”) as of March 27, 2026, the record date for the Annual Meeting, is entitled to cast one vote per share of common stock on each of the proposals. We intend to mail a printed copy of the proxy statement and proxy card to our stockholders of record entitled to vote at the Annual Meeting on or about April 9, 2026. Should you have any questions, you may contact our Investor Relations Department at (419) 627-2233.

Thank you for your continued interest in and support of Six Flags Entertainment Corporation.

By Order of the Board of Directors,

SIX FLAGS ENTERTAINMENT CORPORATION

John Reilly

President and Chief Executive Officer

April 9, 2026

TABLE OF CONTENTS

2026 PROXY STATEMENT SUMMARY

This proxy statement is furnished in connection with the solicitation of proxies from the stockholders (the “stockholders”) of Six Flags Entertainment Corporation (the “Company”) by the Board of Directors of the Company (the “Board”) for use at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”). We intend to mail a printed copy of this proxy statement and proxy card to our stockholders of record entitled to vote at the Annual Meeting on or about April 9, 2026. This summary highlights selected information contained in this proxy statement. Please carefully read the entire proxy statement before voting your shares. For information regarding financial performance, please read Six Flags Entertainment Corporation’s 2025 Annual Report on Form 10-K.

Agenda and Voting Recommendations

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

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

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

What’s New

MERGER OF EQUALS: We completed the merger-of-equals between legacy Cedar Fair and legacy Six Flags on July 1, 2024 (the “Merger”). References to the “Company,” the “combined Company,” “we,” “our” and “us” in this proxy statement refer to the combined company following the Merger. References to “Cedar Fair” and “legacy Cedar Fair” are to Cedar Fair, L.P. prior to completion of the Merger, and references to “legacy Six Flags” are to Six Flags Entertainment Corporation prior to the Merger.

CEO TRANSITION: On November 24, 2025, we announced the appointment of John Reilly as President and Chief Executive Officer, effective December 8, 2025. Mr. Reilly also joined our Board at that time. The appointment concludes a robust succession planning process led by the Board with the assistance of a leading global executive search firm. Mr. Reilly brings more than three decades of in-depth experience in the amusement park and recreation industry, with significant operational management and strategic growth expertise. Mr. Reilly succeeds Richard Zimmerman, who was terminated without cause and ceased serving as President and CEO and as a member of our Board effective December 8, 2025.

BOARD TRANSITIONS: On October 17, 2025, we announced the appointment of Jonathan Brudnick, a Partner at Sachem Head Capital Management LP, to the Board effective immediately. Mr. Brudnick serves as a Class III Director for the term ending in 2027 and as a member of the Board’s Nominating and Corporate Governance Committee. In connection with Mr. Brudnick’s appointment to the Board, the Company entered into a cooperation agreement with Sachem Head Capital Management LP.

Selim Bassoul was terminated without cause from his role as Executive Chairman and as a member of the Board, effective as of December 31, 2025, and entered into a Consultant Agreement to provide advisory services in connection with the Company’s project at Qiddiya in Riyadh, Saudi Arabia through December 31, 2026. Daniel Hanrahan, Lead Independent Director, stepped down as a member of the Board, also effective as of December 31, 2025. Following their departures, Marilyn Spiegel assumed the role of non-executive Chair of the Board, effective as of January 1, 2026. Louis Carr stepped down as a member of the Board, effective December 24, 2025.

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2026 PROXY STATEMENT SUMMARY

On March 13, 2026, we announced that Jennifer Mason will not stand for re-election to the Board at the Annual Meeting. On March 24, 2026, the Board appointed Richard Haddrill as Executive Chairman of the Board effective immediately. Mr. Haddrill serves as a Class II Director and will stand for re-election to the Board at the Annual Meeting. As a result of Mr. Haddrill’s appointment, we increased the size of the Board from ten (10) directors to eleven (11) directors. Following Ms. Mason’s resignation at the time of the Annual Meeting, the size of the Board will return to ten (10) directors. Following Mr. Haddrill’s appointment, Ms. Spiegel serves as Lead Independent Director.

PARK DIVESTITURES: On March 5, 2026, we entered into an agreement to sell seven of our parks for total cash consideration of $331 million, subject to customary purchase price adjustments. The transaction is designed to sharpen operational focus and allow us to pay down debt in alignment with our portfolio optimization strategy.

2026 PROXY STATEMENT SUMMARY

Director Skills and Experience Matrix and Committee Membership

DIRECTOR SKILLS AND EXPERIENCE

Executive Leadership

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

100%

Public Company Experience

✔

✔

✔

✔

✔

✔

✔

70%

Industry Experience

✔

✔

✔

✔

✔

50%

Strategy & Marketing

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

100%

Technology & Innovation

✔

✔

✔

✔

40%

Accounting & Financial Oversight

✔

✔

✔

✔

✔

✔

60%

Number of Other Public Boards

—

2

1

1

—

—

—

—

—

—

DIRECTOR COMMITTEE (C = CHAIR)

Audit and Finance *

✔

✔

✔

People, Culture and Compensation

✔

✔

C

Nominating and Corporate Governance

✔

✔

✔

C

Integration

✔

C

Executive Compensation

The Board is asking for your advisory approval of the compensation of our named executive officers. We seek to align executive compensation and stockholder interests and to incentivize our team to make decisions that drive long-term stockholder value. Below are our compensation objectives and core compensation elements and mix.

		We seek to accomplish these objectives by:   • Directly tying executive compensation to board-approved annual and long-range plans that align with stockholder interests;   • Providing baseline salaries and incentive compensation target amounts in our employment agreements and a mix of compensation under our incentive plan; and   • Maintaining sufficient flexibility to evolve our compensation program as our business, the market, or the industry requires.

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PROPOSAL 1: ELECTION OF DIRECTORS

The Board is currently comprised of eleven (11) directors. The directors are divided into three (3) classes: Class I, Class II, and Class III. The terms of the directors in Class II expire at the Annual Meeting. Our current Class II Directors are Richard Haddrill, Chieh Huang, Jennifer Mason, and Marilyn Spiegel. However, as previously announced and immediately prior to the Annual Meeting, Ms. Mason’s resignation from the Board will be effective, and the size of the Board will decrease from eleven (11) directors to ten (10) directors.

At the Annual Meeting, Richard Haddrill, Chieh Huang, and Marilyn Spiegel are nominated by the Board for election as Class II directors to serve for three (3)-year terms expiring at the annual meeting in 2029 or until his or her successor is elected and qualified, or his or her earlier death, resignation, retirement, disqualification or removal from office. The Nominating and Corporate Governance Committee has recommended, and the Board has unanimously approved, the nomination of Mr. Haddrill, Mr. Huang, and Ms. Spiegel, to whom we refer in this proxy statement as the Board’s nominees.

The Board believes that the attributes, skills and qualifications that Mr. Haddrill, Mr. Huang, and Ms. Spiegel have developed through their extensive leadership experience, and their unique insights and perspectives make them exceptionally qualified to serve on the Board. Mr. Huang and Ms. Spiegel qualify as “independent” directors under the NYSE rules and our Corporate Governance Guidelines.

Each nominee has agreed to stand for election and has consented to being named in this proxy statement and to serve if elected. While the Company has no reason to believe that any of its nominees will be unable or unwilling to serve as a director at the time of the Annual Meeting, in the unlikely event that any of them does not stand for election, the Board may reduce the number of directors standing for election, or the proxies may use the accompanying proxy to vote for a replacement nominee recommended by the Board, whether or not any other nominations are properly made at the meeting.

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

CLASS II NOMINEES

CLASS I CONTINUING DIRECTORS

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The People, Culture & Compensation Committee of the Board recommends the fees paid to directors and board committee members for services in those capacities. The schedule of fees is as follows:

These fees are payable only to non-management directors. Management directors receive no additional compensation for service as a director, and our Executive Chairman’s compensation is described below the 2025 Director Compensation table. All directors receive reimbursement from the Company for reasonable expenses incurred in connection with service in that capacity. Additionally, all directors are to accumulate stock equal to five times the annual cash retainer within five years of becoming a director. In March 2025, the legacy Cedar Fair directors each received an equity award in the amount of $100,000 as compensation for their service for the remainder of 2024, as a pro-rated portion of the legacy Cedar Fair 2024 equity awards were converted at the time of the Merger and the remainder were cancelled.

2025 Director Compensation

The table below summarizes the total compensation paid to or earned by each of the non-employee directors for the fiscal year ended December 31, 2025.

DIRECTOR COMPENSATION

Executive Chairman Compensation

We entered into a three-year employment agreement with Mr. Haddrill, effective March 24, 2026. Under the agreement, Mr. Haddrill will serve as Executive Chairman for the first two years of the term, and he will serve as Executive Chairman or Board Chair, as mutually agreed upon by the Board and Mr. Haddrill, for the final year of the term. Mr. Haddrill will receive an annual base salary of $500,000 per year. The employment agreement also provides for certain equity grants to Mr. Haddrill, comprised of 217,797 shares of time-based restricted stock (“new hire restricted stock”) and 373,367 performance stock units (“new hire PSUs”). Mr. Haddrill’s new hire restricted stock vests in quarterly installments over a three-year period based on continued employment. Mr. Haddrill’s new hire PSUs, vest based on certain continued service requirements and achievement of stock price goals. One-third of the potential shares underlying Mr. Haddrill’s new hire PSUs will be earned for achievement of each of the stock price goals during specified performance period. In the event of a termination by the Company without cause or by Mr. Haddrill for good reason (each as defined in the employment agreement), Mr. Haddrill would be entitled to (i) pro-rated vesting of his new hire restricted stock and (ii) vesting of his new hire PSUs based on actual performance measured at the end of the performance period. Upon a termination without cause or resignation for good reason within 18 months following a change in control, he would receive full vesting of his new hire restricted stock and new hire PSUs (with the new hire PSUs vesting based on actual performance through the change in control at no less than 1/3 of the total shares). In the event of a resignation by Mr. Haddrill without good reason or termination by the Company for cause, any shares previously issued in settlement of his new hire PSUs upon achievement of the applicable performance goals in the calendar year in which termination occurs are subject to clawback on a pro-rata basis.

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CORPORATE GOVERNANCE

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

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

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

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

Committees of the Board meet from time to time upon call of the Executive Chairman, Lead Independent Director, or individual committee chairs, as applicable. During 2025, each current director attended at least 75% of all of the meetings of the Board, inclusive of applicable committee meetings, during the time each director served on the Board. Directors are expected to attend all meetings of the Board, meetings of the committees on which they serve, and the annual meeting absent occasional, unavoidable circumstances. All of the current board members that were serving at that time attended the annual meeting of stockholders in 2025.

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

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CORPORATE GOVERNANCE

Audit and Finance Committee

Nominating and Corporate Governance Committee

Director Nominations Process

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

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. See Stockholder Proposals and Nominations for the 2027 Annual Meeting for additional information.

CORPORATE GOVERNANCE

People, Culture & Compensation Committee

Compensation Committee Interlocks and Insider Participation

None of our directors who served on the People, Culture & Compensation Committee during 2025 were current or former officers or employees of the Company or had any relationship with us that would be required to be disclosed by us under applicable related party requirements. There are no interlocking relationships between the Company’s executive officers or directors and the board or compensation committee of another entity.

The Board has affirmatively determined that current Board members Jonathan Brudnick, Sandra Cochran, Michael Colglazier, Felipe Dutra, Steven Hoffman, Chieh Huang, Jennifer Mason, Arik Ruchim, and Marilyn Spiegel meet the independence criteria of the NYSE listing standards and our Corporate Governance Guidelines. The Board has determined Richard Haddrill and John Reilly are not independent because they serve as current executive officers of the Company.

In making the independence determinations, the Board considered Ms. Mason’s current position as Executive Vice President and Chief Financial Officer at Marriott International, Inc. In 2025, the Company paid approximately $385,000 of franchise fees to Marriott International, Inc. The Board determined that this relationship was not material and did not impair the independence of Ms. Mason.

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

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CORPORATE GOVERNANCE

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

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

Brian Nurse, Corporate Secretary

2851 Cleveland Road

Sandusky, OH 44870

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

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

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

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.

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

Availability of Corporate Governance Documents

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

CORPORATE GOVERNANCE

The Board maintains stock ownership guidelines for our Chief Executive Officer and executive officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended). The Chief Executive Officer is required to hold stock having a value of at least six (6) times his base salary, and the other executive officers are required to hold stock with a value of at least three (3) times their base salaries. Furthermore, the Chief Executive Officer and the other executive officers are not permitted to sell any stock until (i) he or she has met the stock ownership guidelines and (ii) the sale would not result in his or her ownership falling below the stock ownership guidelines. Executives have five (5) years from becoming an executive officer to gain compliance with the guidelines. The Board reviews compliance with the guidelines annually. As of March 27, 2026, the Chief Executive Officer and the other executive officers were all in compliance with the guidelines or are expected to meet the guidelines in the prescribed time frame. Stock held directly or beneficially owned, stock held in benefit plans (e.g., in 401(k) accounts), performance stock units (as if earned at 100% of target), vested and unvested restricted stock and phantom stock will be counted for purposes of determining compliance with the stock ownership guidelines.

The Board also maintains stock ownership guidelines for the directors. The guidelines require directors (excluding the Chief Executive Officer) to accumulate stock equal to at least five (5) times the annual cash retainer within five (5) years of becoming a director. Furthermore, directors are not permitted to sell any stock until (i) he or she has met the stock ownership guidelines and (ii) the sale would not result in his or her ownership falling below the stock ownership guidelines. As of March 27, 2026, all directors were in compliance with the guidelines or are expected to meet the guidelines in the prescribed time frame.

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

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PROPOSAL 2: APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit and Finance Committee has appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm to audit our consolidated financial statements for 2026 and requests that our stockholders confirm that appointment. Deloitte audited our consolidated financial statements and our internal control over financial reporting for 2025. A representative of Deloitte will be made available at the Annual Meeting and will be given an opportunity to make a statement and to respond to appropriate questions.

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

The aggregate fees billed or expected to be billed for the audit and non-audit services provided to us by our principal accountant during the last two fiscal years are set forth below.

Audit Fees consist of fees billed or expected to be billed by Deloitte for professional services rendered for the 2025 and 2024 audits of the annual financial statements and internal control over financial reporting, the review of the financial statements included in Forms 10-Q, and other services in connection with statutory and regulatory filings.

Audit-Related Fees consist of fees billed or expected to be billed by Deloitte that principally include assurance services that are reasonably related to purchase accounting in relation to the Merger, performance of the audit or review of the Company’s financial statements and other attestation services or consultations that are not reported under audit fees.

Tax fees consist of fees billed or expected to be billed by Deloitte for services related to tax compliance ($1,421,029 and $903,944 for 2025 and 2024, respectively) and tax consulting ($2,066,723 and $581,820 for 2025 and 2024, respectively).

Other fees consist of fees for permitted services rendered by Deloitte that do not fit within the above category descriptions.

Audit Committee Pre-Approval Policy

The Audit and Finance Committee reviews and pre-approves each audit and non-audit service engagement with the Company’s independent auditor, and pre-approved all services provided in 2025. The Audit and Finance Committee has adopted a policy providing pre-approval thresholds for permissible non-attest professional fees for services, including those non-attest services provided by Deloitte, on a fixed fee or time and material basis. Permissible non-attest fees up to $250,000 can be approved by the Chair of the Audit and Finance Committee and greater than $250,000 require approval by the full Audit and Finance Committee. Any approvals by the Chair of the Audit and Finance Committee are reported at the next scheduled Audit and Finance Committee Meeting.

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The Audit and Finance Committee of the Board oversees the Company’s financial reporting process. Management has the primary responsibility for the consolidated financial statements, for maintaining effective internal control over financial reporting, and for assessing the effectiveness of internal control over financial reporting. The independent auditor is responsible for auditing these financial statements and expressing an opinion as to their conformity to GAAP, and for auditing the Company’s internal control over financial reporting. The Audit and Finance Committee’s responsibility is to monitor and review these processes, acting in an oversight capacity.

In fulfilling its oversight responsibilities, the Committee reviewed and discussed the audited financial statements and internal controls for 2025 contained in the Company’s Annual Report on Form 10-K with management and representatives of Deloitte & Touche LLP, including a discussion of the quality, not just the acceptability, of the Company’s accounting principles; the reasonableness of significant judgments; and such other matters as are required to be discussed with the independent auditor by the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), including PCAOB Auditing Standard No. 1301, “Communications With Audit Committees,” the rules of the Securities and Exchange Commission, and other applicable regulations. In addition, the Committee has discussed with the independent auditor the firm’s independence from management and the Company, including the matters in the letter received from the firm required by PCAOB Rule 3526, “Communication with Audit Committees Concerning Independence,” and considered the compatibility of non-audit services with the independent auditor’s independence.

The Committee met fifteen (15) times during fiscal 2025. The meetings of the Committee are designed to facilitate and encourage communication among the Committee, the Company, the Company’s internal audit function, and the Company’s independent auditor. The Committee discussed with the Company’s internal auditors and independent auditor the overall scope and plans for their respective audits. The Committee meets with the internal auditors and the independent auditor, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal control, including internal control over financial reporting, and the overall quality of the Company’s financial reporting.

The Audit and Finance Committee recognizes the importance of maintaining the independence of the Company’s independent auditor, both in fact and appearance. Each year, the Committee evaluates the qualifications, performance and independence of the Company’s independent auditor and determines whether to re-engage the current independent auditor. In doing so, the Audit and Finance Committee considers the quality and efficiency of the services provided by the auditor, the auditor’s capabilities and the auditor’s technical expertise and knowledge of the Company’s operations and industry. Based on this evaluation, the Audit and Finance Committee has retained Deloitte & Touche LLP as the Company’s independent auditor for 2026. Deloitte & Touche LLP has been the independent auditor for the Company since the Merger and for legacy Cedar Fair (which has been determined to be the Company’s accounting acquirer and the predecessor for financial statement purposes) since 2004. The members of the Audit and Finance Committee and the Board believe that, due to Deloitte & Touche LLP’s knowledge of the Company (and legacy Cedar Fair) and of the industries in which the Company operates, it is in the best interests of the Company and its stockholders to continue retention of Deloitte & Touche LLP to serve as the Company’s independent auditor. Although the Audit and Finance Committee has the sole authority to appoint the independent auditor, the Audit and Finance Committee will continue to recommend that the Board ask the stockholders, at the Annual Meeting, to ratify the appointment of the independent auditor.

Based on the above reviews and discussions, the Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the Securities and Exchange Commission. The Board of Directors approved the recommendation.

Jennifer Mason, Chair

Steven Hoffman

Chieh Huang

Arik Ruchim

PROPOSAL 3: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

We are seeking an advisory vote of our stockholders on the compensation of our named executive officers, which we are providing as required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended. As previously recommended by our stockholders and approved by the Board, we provide this opportunity annually, and we anticipate holding the next stockholder advisory vote on the compensation of our named executive officers at the annual meeting in 2027. We encourage you to review the detailed information regarding our named executive officer compensation provided in the Compensation Discussion and Analysis section and the executive compensation tables and related narratives included in this proxy statement.

The Compensation Discussion and Analysis and Executive Compensation Tables sections of this Proxy Statement describe our executive compensation program in detail, as well as the decisions and rationale of our People, Culture & Compensation Committee in regard to that program. We seek to align executive compensation and stockholder interests and to incentivize our team to make decisions that drive long-term stockholder value. Our executive compensation program is designed to incentivize key employees to drive superior results, give key employees a vested interest in our growth and performance, and enhance our ability to attract, retain and motivate exceptional leaders upon whom, in large measure, our growth and profitability depend.

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

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COMPENSATION DISCUSSION & ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) describes our compensation philosophy and objectives, and how and why specific compensation policies were adopted and decisions were made. This CD&A discusses the compensation awarded to, earned by, and paid to the following individuals, who were the named executive officers for 2025 (the “NEOs”): 

This CD&A should be read together with the compensation tables and related disclosures set forth below.

Overview

2025 was a challenging year for the business. We started the year with aggressive goals for the first full combined year of performance post-Merger. The start of the 2025 operating season, including first half results, fell significantly short of our expectations. These trends continued through the more seasonally significant third quarter. We terminated our CEO without cause and announced in August 2025 that our CEO transition would occur by year end.

After a thorough search process, the Board appointed John Reilly as our new President and CEO, effective December 8, 2025. Mr. Reilly is an accomplished and experienced leader. He has more than three decades of in-depth experience in the amusement and recreation industry and significant operational management and strategic growth expertise. We believe he has the right skillset to enable the Company to reach its full potential, including to harness the best of both legacy companies and reinvigorate profitable growth.

We structured Mr. Reilly’s compensation package to incentivize growth and sustainability of the business. This includes an initial performance-based equity award for which payout is based on achieving stock price appreciation goals. This also includes a significant portion of annual compensation that will be tied to performance achievement.

Because the Company did not achieve its Modified EBITDA goals for 2025, there were no cash incentive award payouts to our NEOs. Payouts under the initial post-Merger performance stock unit awards and the 2025-2027 performance stock unit awards also became unlikely based on 2025 results, which reduced the incentive and retentive value of those awards. To retain experienced management in order to facilitate our CEO transition, we awarded retention bonuses to Messrs. Witherow, Fisher and Nurse (to be paid July 1, 2026 if the executive remains employed at that time). We also increased these NEOs’ cash severance protection for one year following July 1, 2026 (which is when the post-Merger change in control protection period expires).

COMPENSATION DISCUSSION & ANALYSIS

Compensation Philosophy and Objectives

We seek to align executive compensation and stockholder interests and to incentivize our team to make decisions that drive long-term stockholder value.

Our executive compensation program is designed to:

We seek to accomplish these objectives by:

Company Performance and Business Strategy

2025 results fell short of our expectations driven by lower attendance, which was impacted by second quarter weather resulting in fewer season pass sales, and fewer operating days (due to the planned removal of lower-volume operating days from the calendar and weather-impacted days). Full year 2025 results were as follows:

Our near-term operational priorities focus on accelerating profitability and strengthening the balance sheet. Management intends to drive profitability by offering a higher value proposition to the guest that stimulates incremental demand while simultaneously implementing cost management strategies and organizational improvements. We are focused on our capital allocation priorities of reinvesting in the business and reducing outstanding debt. We made significant investments in 2025 to improve our park infrastructures, add exciting new attractions to our parks, upgrade our technology systems, and enhance our food and beverage offerings. In 2026, we are continuing to invest significantly in new attractions, food and beverage upgrades, and record-breaking roller coasters. We also are refining our approach to revenue management and marketing, park cost structures, and operating models. We successfully refinanced our 2027 notes in January 2026 – the first significant step to strengthen our balance sheet. On March 5, 2026, we entered into an agreement to sell seven of our parks for total cash consideration of $331 million, subject to customary purchase price adjustments. The transaction is designed to sharpen operational focus and allow us to pay down debt in alignment with our portfolio optimization strategy.

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COMPENSATION DISCUSSION & ANALYSIS

Compensation Pay Mix

Our compensation mix emphasizes performance-based compensation, with 67% of Mr. Reilly’s target annual compensation and 64% of average target annual compensation for Messrs. Witherow, Fisher and Nurse being at-risk and contingent upon the achievement of performance objectives. Additionally, 87% of Mr. Reilly’s target annual compensation and 84% of the average target annual compensation for Messrs. Witherow, Fisher and Nurse is in the form of long-term incentives.

Our Compensation Governance Reflects Best Practices

COMPENSATION DISCUSSION & ANALYSIS

Consideration of Advisory Stockholder Vote on Executive Compensation

		Approximately 95% of the votes cast at the annual meeting of stockholders in 2025 were to approve the compensation of the Company’s NEOs. The Compensation Committee believes this reflects our stockholders’ overall support of our performance-based approach and focus on long-term value creation. The advisory vote on executive compensation at this and future annual meetings will serve as an additional tool, along with other forms of stockholder engagement, to inform the Compensation Committee about stockholder perception of our compensation programs.

We recognize and consider many factors in assessing an individual’s compensation. The range of targeted compensation varies by position and reflects the unique skills, expertise, and individual contributions of each executive and the requirements of each executive’s role.

We believe this design effectively aligns NEO interests with stockholders’ interests and appropriately motivates NEOs to achieve peak corporate performance in both the short- and long-term.

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COMPENSATION DISCUSSION & ANALYSIS

Role of the Board of Directors, the Compensation Committee and Our CEO

The process of determining compensation is a collaborative one between the Board of Directors (the “Board”), the Compensation Committee, and the CEO.

Role of the Compensation Consultant

The Compensation Committee retains an independent executive compensation consulting firm that reports directly to the Compensation Committee, regularly attends and participates in Compensation Committee meetings, and provides advice and counsel throughout the year.

The Compensation Committee has retained FW Cook as its independent compensation consultant since August 2024. FW Cook assessed our overall compensation approach following the Merger and made recommendations regarding our 2025

COMPENSATION DISCUSSION & ANALYSIS

compensation awards and structure. FW Cook provided advice to the Compensation Committee during 2025 as it considered options to ensure management motivation and retention during a critical period of CEO transition and financial performance challenges. FW Cook also prepared market studies to assess incoming CEO and other NEO compensation in the latter part of 2025. FW Cook did not perform any other material services for the Company, or for management, during the year other than providing advice and counsel to the Compensation Committee in accordance with its instructions.

The Compensation Committee may rotate or select other compensation consultants from time-to-time. 2025 NEO compensation was driven by arrangements put in place in connection with the Merger, and one factor considered in the post-Merger arrangements was input from other independent compensation consultants. This included a market analysis from Pearl Meyer in July 2024 of all elements of target total direct compensation based on a preliminary peer group and Equilar Top 25 Compensation Survey data (for Messrs. Fisher and Nurse). This also included input from Semler Brossy, legacy Cedar Fair’s independent compensation consultant, including benchmarking information as to CEO and CFO compensation provided in May 2024 based on legacy Cedar Fair’s peer group and a preliminary expanded peer group.

Company Peer Group and Peer Group Review

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 of the peer group with the assistance of FW Cook in August 2024 and approved the below peer group for future market studies.

In establishing our compensation peer group in August 2024, 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 reassessed this peer group in consultation with FW Cook in August 2025 using similar criteria and concluded that no changes were needed. The Committee also considered the consistency that having a stable peer group year-over-year provides, that the peer group size supports a large enough data sample, and that the Company was within a range of key size indicators (positioned at the 37th percentile for revenues and around peer group median based on market cap (47th percentile) and enterprise value (57th percentile)).

Market Analysis and Other Important Considerations

The Compensation Committee requests its compensation consultant to analyze our NEO compensation relative to peer group and survey data from time-to-time. While the Compensation Committee reviews market compensation information in its decision-making process, the information provides context and is one data point that we use. The Compensation Committee does not rely on any single factor and exercises judgment and discretion when setting compensation levels.

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COMPENSATION DISCUSSION & ANALYSIS

Other factors we consider in setting compensation include:

Market analysis in advance of setting 2025 target compensation opportunities: When we considered compensation levels in connection with our post-Merger employment agreements, we generally sought to provide NEOs with total direct compensation opportunities between the median and 75th percentiles of our peer group and aligned with comparable survey data, subject to other individual considerations. Pearl Meyer prepared benchmarking studies to assess the competitiveness of compensation for certain executives, including Messrs. Zimmerman, Witherow, Fisher and Nurse, in early July of 2024. The Compensation Committee believes the Pearl Meyer analysis supported that the post-Merger and 2025 target compensation levels were consistent with the overall compensation philosophy and appropriately designed to achieve its targeted range of objectives.

Market analysis in 2025 in advance of setting 2026 targeted compensation opportunities: FW Cook benchmarked target CEO pay levels in November 2025, as one factor to consider as we set our incoming CEO’s compensation. We generally sought to provide the incoming CEO with a total direct compensation opportunity near the 50^th percentile of our peer group. FW Cook also benchmarked target pay levels of certain executives against the external market in August 2025. The Company emphasizes long-term incentive compensation, and FW Cook’s review indicated that target pay levels of Messrs. Witherow, Fisher and Nurse were above the 75^th percentile of the peer group, in part due to such emphasis. The Committee did not make any adjustments to the target pay levels provided in these NEOs’ employment agreements as developed at the time of the Merger.

The following chart summarizes key financial performance measures that we use in our incentive compensation plan design, how and why they are used in our recent awards, and the definitions and methods we use to compute them. All of these measures are non-GAAP financial measures. The Compensation Committee has the flexibility and discretion to use other metrics.

COMPENSATION DISCUSSION & ANALYSIS

Overview

The Company’s compensation program is designed around total direct compensation – i.e., base salary, annual cash or short-term incentive awards, and long-term incentive compensation. The following table sets forth each of these core elements of compensation, the principal objectives of these elements and certain recent highlights.

Our NEOs also participate in certain benefit plans available to all eligible employees, including Company 401(k) plans and health, life and disability plans. Certain NEOs receive limited perquisites that we consider to be reasonable and to enhance the competitiveness of compensation packages. We also provide benefits that protect the NEO if the executive’s employment terminates for a qualifying event or circumstances or in the event of a change in control. See “Employment Agreements, Post-Employment and Change in Control Compensation” within the CD&A below, as well as the Potential Payments Upon Termination or Change in Control section.

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COMPENSATION DISCUSSION & ANALYSIS

Base Salary

The NEOs 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. For additional detail on factors we consider in our base salary determinations, see Compensation Discussion and Analysis – Determining Executive Compensation.

The annual base salaries of the NEOs for 2024, 2025 and 2026 follow:

Cash Incentive Awards

Annual cash or other short-term 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. Our 2025 cash incentive awards were based on Constant Currency Modified EBITDA (before incentive compensation expense) goals.

Target and Actual 2025 Cash Incentive Award Amounts

Target award opportunities and the actual payout amounts for the NEOs follow:

2025 Cash Incentive Award Payout Scales

The following performance and payout scale applied to the 2025 cash incentive awards for all NEOs except Mr. Bassoul:

The People, Culture & Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on the review and discussions, the People, Culture & Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Marilyn Spiegel, Chair

Michael Colglazier

Felipe Dutra

EXECUTIVE COMPENSATION TABLES

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, 2025. The table also summarizes, for each of our named executive officers for 2025 who was also one of our named executive officers for 2024 and/or 2023, the total compensation paid to or earned by the officer for the fiscal years ended December 31, 2024 and 2023.