What the changes say
- Six Flags highlights a massive $5.2 billion debt load, goodwill impairments of $2.1 billion, and recent executive leadership turnover.
What changed since the prior 10-K
New
- NewRisks Related to the Business
Impairments to the Company’s goodwill or other indefinite-lived intangible assets could negatively affect its net income and earnings per share
The Company reported $2.1 billion in goodwill as of December 31, 2025, and past impairment charges like those in the third quarter of 2025 could recur.
- NewRisks Related to Strategy
The Company may not be able to realize the benefits of its international agreements
International expansion projects such as Six Flags Qiddiya City and Aquarabia Qiddiya City in Saudi Arabia face unproven foreign consumer demand.
- NewRisks Related to Indebtedness and Common Stock
The Company had $5.2 billion of outstanding indebtedness as of December 31, 2025 (before reduction of debt issuance costs
The Company held $5.2 billion in outstanding indebtedness as of December 31, 2025, restricting operational flexibility and capital availability.
- NewRisks Related to Indebtedness and Common Stock
Shareholder activism could disrupt the Company’s business, financial condition, and results of operations
Activist investors Dendur Capital LP and Sachem Head Capital Management LP secured board seats via cooperation agreements in 2025.
Dropped
- DroppedRisks Related to Strategy
Various external factors, including difficult economic and political conditions throughout the world, could negatively affect the progress of initiatives to develop new parks outside of North America. These initiatives could be delayed, and the ultimate success of such parks may be uncertain
- DroppedRisks Related to Indebtedness and Common Stock
The Combined Company's amount of indebtedness could adversely affect its ability to raise additional capital to fund its operations, limit its ability to react to changes in the economy or its industry and prevent the Combined Company from fulfilling its obligations under its debt agreements
Reworded
- 87% rewrittenRisks Related to Indebtedness and Common Stock
Anti-takeover provisions in the Company's organizational documents, debt agreements and Delaware law could delay or prevent change of control
Removed the exclusive forum selection provision designating the Delaware Court of Chancery for shareholder litigation.
Was: Anti-takeover provisions in the Combined Company's organizational documents, debt agreements and Delaware law could delay or prevent change of control
- 58% rewrittenRisks Related to the Business
Bad or extreme weather conditions can adversely impact attendance at the parks and hinder operations, which in turn would reduce revenues
Added specific mention of 2025 weather impacts like severe thunderstorms and heat, plus repair costs and extended ride closures.
Was: Bad or extreme weather conditions can adversely impact attendance at the parks, which in turn would reduce revenues
- 52% rewrittenRisks Related to Human Capital
The Company depends on a seasonal domestic and international workforce to meet its operational needs
Updated references from the Combined Company to the Company regarding seasonal workforce and wage management.
Was: The Combined Company depends on a seasonal workforce to meet its operational needs
- 51% rewrittenRisks Related to Human Capital
If the Company loses key personnel, the business may be adversely affected
Disclosed executive management changes, specifically the appointment of John Reilly as CEO and departure of Richard Zimmerman.
Was: If the Combined Company loses key personnel, the business may be adversely affected
- 45% rewrittenRisks Related to the Business
Extended disruptions to technology platforms may adversely impact sales and revenues
Added a warning that third-party technology platforms utilized for online sales may incorporate artificial intelligence.
- 45% rewrittenRisks Related to the Business
Public health concerns or a future pandemic could adversely impact the business, as well as intensify certain risks
Removed general pandemic recovery context, retaining specific risks regarding brand reputation and employee staffing constraints from risk tolerances.
- 44% rewrittenRisks Related to Indebtedness and Common Stock
A portion of the Company's cash flows is required to be used to fund its Partnership Park arrangements
Updated references from the Combined Company to the Company regarding Partnership Park financial obligations.
Was: A portion of the Combined Company's cash flows is required to be used to fund its Partnership Park arrangements
- 41% rewrittenRisks Related to Indebtedness and Common Stock
The Company is a holding company and is dependent on cash flows, including dividends and other distributions, from its subsidiaries
Updated terminology from the Combined Company to the Company regarding holding company cash flow dependencies.
Was: The Combined Company is a holding company and is dependent on cash flows, including dividends and other distributions, from its subsidiaries
- 40% rewrittenRisks Related to the Business
Insurance coverage may not be adequate to cover all possible losses that the Company could suffer, and insurance costs may increase
Was: Insurance coverage may not be adequate to cover all possible losses that the Combined Company could suffer, and insurance costs may increase
- 35% rewrittenRisks Related to the Business
The high fixed cost structure of amusement park operations can result in significantly lower margins, profitability and cash flows if attendance levels do not meet expectations
- 34% rewrittenRisks Related to the Business
Failure to keep pace with developments in technology could adversely affect operations or competitive position
- 33% rewrittenRisks Related to the Business
Instability in economic conditions could impact the business, including its results of operations and financial condition
- 33% rewrittenRisks Related to Strategy
The Company competes for discretionary spending and discretionary free time with many other entertainment alternatives and is subject to factors that generally affect the recreation and leisure industry, including general economic conditions
Was: The Combined Company competes for discretionary spending and discretionary free time with many other entertainment alternatives and is subject to factors that generally affect the recreation and leisure industry, including general economic conditions
- 31% rewrittenRisks Related to the Integration of the Combined Company
The Company may be unable to integrate the businesses of Former Six Flags and Former Cedar Fair successfully or realize the anticipated benefits of the Mergers
Was: The Combined Company may be unable to integrate the businesses of Former Six Flags and Former Cedar Fair successfully or realize the anticipated benefits of the Mergers
- 31% rewrittenRisks Related to Strategy
The operating season at most of the parks is of limited duration, which can magnify the impact of adverse conditions or events occurring within that operating season
- 31% rewrittenRisks Related to Human Capital
Increased costs of labor and employee health and welfare benefits may impact the Company's results of operations
Was: Increased costs of labor and employee health and welfare benefits may impact the Combined Company's results of operations
- 30% rewrittenRisks Related to Legal, Regulatory and Compliance Matters
The Company's operations, its workforce and its ownership of property subject it to various laws and regulatory compliance, which may create uncertainty regarding future expenditures and liabilities
Was: The Combined Company's operations, its workforce and its ownership of property subject it to various laws and regulatory compliance, which may create uncertainty regarding future expenditures and liabilities
- 25% rewrittenRisks Related to Legal, Regulatory and Compliance Matters
Data privacy regulations, and the Company's ability to comply with such regulations, could harm the business
Was: Data privacy regulation and the Combined Company's ability to comply could harm the business
- 24% rewrittenRisks Related to Indebtedness and Common Stock
Declaration, payment and amounts of dividends, if any, distributed to shareholders of the Company will be uncertain
Was: Declaration, payment and amounts of dividends, if any, distributed to shareholders of the Combined Company will be uncertain
- 23% rewrittenRisks Related to Strategy
The Company may be subject to claims for infringing the intellectual property rights of others, which could be costly and result in the loss of intellectual property rights
Was: The Combined Company may be subject to claims for infringing the intellectual property rights of others, which could be costly and result in the loss of intellectual property rights
- 23% rewrittenRisks Related to Legal, Regulatory and Compliance Matters
Other factors, including local events, natural disasters, other effects of climate change, pandemics, power outages and terrorist activities, or threats of these events, could adversely impact park attendance and revenues
Was: Other factors, including local events, natural disasters, other effects of climate change, pandemics, and terrorist activities, or threats of these events, could adversely impact park attendance and revenues
- 22% rewrittenRisks Related to Legal, Regulatory and Compliance Matters
Cyber-security risks and the failure to maintain the integrity of internal or customer data could result in damages to the Company's reputation and/or subject it to costs, fines or lawsuits
Was: Cyber-security risks and the failure to maintain the integrity of internal or customer data could result in damages to the Combined Company's reputation and/or subject it to costs, fines or lawsuits
- 21% rewrittenRisks Related to Indebtedness and Common Stock
Variable rate indebtedness could subject the Company to the risk of higher interest rates, which could cause future debt service obligations to increase
Was: Variable rate indebtedness could subject the Combined Company to the risk of higher interest rates, which could cause future debt service obligations to increase
- 21% rewrittenRisks Related to Legal, Regulatory and Compliance Matters
Adverse litigation judgments or settlements resulting from legal proceedings in which the Company may be involved in the normal course of business could adversely affect its business, financial condition or results of operations
Was: Adverse litigation judgments or settlements resulting from legal proceedings in which the Combined Company may be involved in the normal course of business could adversely affect its business, financial condition or results of operations
All 38 risk factors
Headings as the filing states them, in filing order.
Risks Related to the Integration of the Combined Company
- 01The Company may be unable to integrate the businesses of Former Six Flags and Former Cedar Fair successfully or realize the anticipated benefits of the Mergers31% rewritten
- 02Due to the Mergers, the Company’s future ability to use net operating losses ("NOLs") to offset future taxable income may be restricted and these NOLs could expire or otherwise be unavailable
Risks Related to the Business
- 03Instability in economic conditions could impact the business, including its results of operations and financial condition33% rewritten
- 04The high fixed cost structure of amusement park operations can result in significantly lower margins, profitability and cash flows if attendance levels do not meet expectations35% rewritten
- 05Bad or extreme weather conditions can adversely impact attendance at the parks and hinder operations, which in turn would reduce revenues58% rewritten
- 06Insurance coverage may not be adequate to cover all possible losses that the Company could suffer, and insurance costs may increase40% rewritten
- 07Unanticipated construction delays in completing capital improvement projects at the parks and resort facilities, significant ride downtime, or other unplanned park closures could adversely affect revenues
- 08There is a risk of accidents or other incidents occurring at amusement and water parks, which may reduce attendance and negatively impact revenues
- 09Public health concerns or a future pandemic could adversely impact the business, as well as intensify certain risks45% rewritten
- 10Extended disruptions to technology platforms may adversely impact sales and revenues45% rewritten
- 11Failure to keep pace with developments in technology could adversely affect operations or competitive position34% rewritten
- 12Impairments to the Company’s goodwill or other indefinite-lived intangible assets could negatively affect its net income and earnings per shareNew
Risks Related to Strategy
- 13The Company's growth strategy may not achieve the anticipated results
- 14The Company competes for discretionary spending and discretionary free time with many other entertainment alternatives and is subject to factors that generally affect the recreation and leisure industry, including general economic conditions33% rewritten
- 15The operating season at most of the parks is of limited duration, which can magnify the impact of adverse conditions or events occurring within that operating season31% rewritten
- 16The Company may be unable to purchase or contract with third parties to manufacture amusement park or water park rides and attractions
- 17The Company may not be able to realize the benefits of its international agreementsNew
- 18The Company may not be able to renew its leases on acceptable terms or at all and the Company's leases contain default provisions that, if enforced or exercised by the landlord, could significantly impact the operations at those parks
- 19Intellectual property rights are valuable, and any inability or material increase in the cost to protect them could adversely affect the business
- 20The Company may be subject to claims for infringing the intellectual property rights of others, which could be costly and result in the loss of intellectual property rights23% rewritten
Risks Related to Indebtedness and Common Stock
- 21The Company had $5.2 billion of outstanding indebtedness as of December 31, 2025 (before reduction of debt issuance costsNew
- 22The Company's debt agreements contain restrictions that could limit its flexibility in investing in the business
- 23Changes in the Company's credit ratings could adversely affect the price of its common stock
- 24A portion of the Company's cash flows is required to be used to fund its Partnership Park arrangements44% rewritten
- 25The Company is a holding company and is dependent on cash flows, including dividends and other distributions, from its subsidiaries41% rewritten
- 26Variable rate indebtedness could subject the Company to the risk of higher interest rates, which could cause future debt service obligations to increase21% rewritten
- 27Declaration, payment and amounts of dividends, if any, distributed to shareholders of the Company will be uncertain24% rewritten
- 28Anti-takeover provisions in the Company's organizational documents, debt agreements and Delaware law could delay or prevent change of control87% rewritten
- 29Shareholder activism could disrupt the Company’s business, financial condition, and results of operationsNew
Risks Related to Human Capital
- 30Increased costs of labor and employee health and welfare benefits may impact the Company's results of operations31% rewritten
- 31The Company depends on a seasonal domestic and international workforce to meet its operational needs52% rewritten
- 32If the Company loses key personnel, the business may be adversely affected51% rewritten
- 33Unionization activities or labor disputes may disrupt operations and affect profitability
Risks Related to Legal, Regulatory and Compliance Matters
- 34Cyber-security risks and the failure to maintain the integrity of internal or customer data could result in damages to the Company's reputation and/or subject it to costs, fines or lawsuits22% rewritten
- 35Data privacy regulations, and the Company's ability to comply with such regulations, could harm the business25% rewritten
- 36The Company's operations, its workforce and its ownership of property subject it to various laws and regulatory compliance, which may create uncertainty regarding future expenditures and liabilities30% rewritten
- 37Adverse litigation judgments or settlements resulting from legal proceedings in which the Company may be involved in the normal course of business could adversely affect its business, financial condition or results of operations21% rewritten
- 38Other factors, including local events, natural disasters, other effects of climate change, pandemics, power outages and terrorist activities, or threats of these events, could adversely impact park attendance and revenues23% rewritten
Other Six Flags Entertainment 10-Ks
- FY2024 10-K risk factors36 risks
Integration risks following the July 1, 2024 merger of Former Six Flags and Former Cedar Fair dominate operations.
Filed Mar 03, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.