Six Flags Entertainment Corporation/NEW

To the Shareholders and the Board of Directors of

Six Flags Entertainment Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Six Flags Entertainment Corporation and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive (loss) income, equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

Basis for Opinions

The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Deferred Revenues - Revenue Recognition of Multi-Use Season Long Products for Admission - Refer to Notes 1 and 3 to the consolidated financial statements

Critical Audit Matter Description

The Company defers revenue for its multi-use products, including season-long products for admissions and recognizes revenues over the estimated number of uses. The Company estimates a redemption rate for multi-use season long products for admission using historical and forecasted uses at each park. Revenue is then recognized on a pro-rated basis based on the estimated allocated selling price of the multi-use season long products for admission and the related estimated uses. During the third quarter of 2025, management began selling multi-use season long products for admission for the 2026 operating season. These products include providing the customer park access for the remainder of the 2025 operating season, while also providing the customer with admission for the 2026 operating season.

We identified the evaluation of the estimated redemption rates used to determine the multi-use season long products for admission for selected parks as a critical audit matter because of significant judgments made by management in estimating the amount of revenue that should be recognized in each fiscal year, which in turn led to a high degree of auditor judgment and increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the amount of deferred revenue associated with the multi-use season long products for admission for selected parks that should be recognized in each fiscal year included the following, among others:

•We tested the effectiveness of controls over deferred revenue and revenue recognition related to multi-use season long products for admission for selected parks.

•We performed transaction testing for deferred revenue associated with the multi-use season long products for admission for selected parks by agreeing the amounts recorded as deferred revenue to source documents and determined that products sold related to items that are deferred in nature.

•We tested the completeness of deferred revenue associated with the multi-use season long products for admission for selected parks by making selections from a reciprocal population and determined whether the multi-use attendance product was appropriately recorded as deferred revenue in the general ledger at period end.

•We compared actual guest visits in the current year to the estimated redemption rates.

Goodwill and Other Intangibles - Valuation of the Schlitterbahn and Former Six Flags Reporting Units, and the Six Flags Indefinite-Lived Intangible Asset - Refer to Notes 1 and 5 to the consolidated financial statements

Critical Audit Matter Description

Goodwill and other indefinite-lived intangible assets, comprising largely of trade-names, are reviewed for impairment annually, or more frequently if indicators of impairment exist. The Company determines the fair value of its reporting units using an income (discounted cash flow) approach. The determination of fair value using the income approach requires management to make significant estimates and assumptions related to forecasts of future revenues, earnings before interest, taxes, depreciation, and amortization (EBITDA) margins, terminal growth rates and discount rates based on a weighted-average cost of capital that reflects current market conditions (WACC). The determination of fair value of trade name intangible assets is determined using a relief-from-royalty method, of which requires management to make significant estimates and assumptions related to royalty rates, growth rates in revenues, and discount rates based on a WACC.

As further described in Note 5, the Company tested the Six Flags Fiesta Texas, Six Flags Great Adventure, Six Flags Great America, Six Flags Magic Mountain, Six Flags Mexico, Six Flags New England, Six Flags Over Georgia and Six Flags Over Texas (“Former Six Flags reporting units”), and the Schlitterbahn reporting unit, as well as the Six Flags trade name for impairment in the third quarter of 2025. These reporting units and trade name were tested for impairment due to a decline in estimated future cash flows as a result of revenue and earnings not meeting expectations through the more seasonally significant third quarter, as well as due to a more significant, sustained decline in the Company's share price through the third quarter when compared to industry peers. Accordingly, the Company concluded the estimated fair value of the Six Flags Fiesta Texas, Six Flags Great Adventure, Six Flags Great America, Six Flags Magic Mountain, Six Flags Mexico, Six Flags Over Georgia, Six Flags Over Texas, and the Schlitterbahn reporting units no longer exceeded their carrying values resulting in impairment charges recorded during the third quarter of 2025 of $103.8 million, $97.4 million, $192.8 million, $533.7 million, $89.3 million, $187.9 million, $86.8 million and $50.7 million, respectively. Management also concluded the estimated fair value of the Six Flags trade name no longer exceeded its carrying value resulting in an impairment charge recorded during the third quarter of 2025 of $169.3 million.

We identified the forecasts of future revenues, EBITDA margins, terminal growth rates and discount rates based on a WACC for the Schlitterbahn reporting unit and former Six Flags reporting units; and a royalty rate, growth rates in revenues, and a discount rate based on a WACC for the Six Flags trade name, as a critical audit matter because of the significant estimates and assumptions made by management when determining the fair value. This required a high degree of auditor judgment and an increased extent of effort, including the need to include our fair value specialists, when performing audit procedures to evaluate the reasonableness of management's estimates and assumptions related to forecasts of future revenues and EBITDA margins, and the selection of terminal growth rates, discount rates based on a WACC, and a royalty rate.

How the Critical Audit Matter was Addressed in the Audit

Our audit procedures for the Schlitterbahn reporting unit and Former Six Flags reporting units related to the forecasts of future revenues and EBITDA margins and the selection of terminal growth rates and discount rates based on a WACC included the following, among others:

•We tested the effectiveness of controls over management's goodwill impairment evaluation, including those over the determination of the fair value of Schlitterbahn and Former Six Flags reporting units, such as controls related to management's forecasts of future revenues and EBITDA margins and the selection of terminal growth rates and discount rates based on a WACC.

•We evaluated management's ability to accurately forecast future revenues and EBITDA margins by comparing actual results to management's historical forecasts.

•We evaluated the reasonableness of management's forecasts of future revenues and EBITDA margins by comparing the projections to historical results and certain peer companies.

•With the assistance of our fair value specialists, we evaluated terminal growth rates and discount rates based on a WACC, including testing the underlying source information and the mathematical accuracy of the calculations, and developing ranges of independent estimates and comparing those to the terminal growth rates and discount rates based on a WACC selected by management.

Our audit procedures for the Six Flags trade name, related to the forecasts of future revenues and the selection of a terminal growth rate, discount rate based on a WACC and royalty rate included the following, among others:

•We tested the effectiveness of controls over management's Six Flags trade name impairment evaluation, including those over the determination of the fair value of the Six Flags trade name, such as controls related to management's forecasts of future revenues and the selection of a terminal growth rate, discount rate based on a WACC, and royalty rate.

•We evaluated management's ability to accurately forecast future revenues by comparing actual results to management's historical forecasts.

•We evaluated the reasonableness of management's forecasts of future revenues by comparing the projections to historical results and certain peer companies.

•With the assistance of our fair value specialists, we evaluated the terminal growth rate, discount rate based on a WACC and royalty rate, including testing the underlying source information and the mathematical accuracy of the calculations, and developing ranges of independent estimates and comparing those to the terminal growth rate, discount rate based on a WACC, and royalty rate selected by management.

/s/DELOITTE & TOUCHE LLP

Cleveland, Ohio

February 26, 2026

We have served as the Company's auditor since 2004.