Does the Six Flags (FUN) filing mention any related-party transactions involving Rehan Jaffer?

The filing states that Rehan Jaffer has no direct or indirect material interest in any transaction involving Six Flags that would require disclosure under Item 404(a) of Regulation S-K, beyond the matters described in the Cooperation Agreement itself.

Six Flags (FUN) brings H Partners’ Rehan Jaffer onto board under pact

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Six Flags Entertainment Corporation entered into a Cooperation Agreement with H Partners Management under which H Partners founder Rehan Jaffer will join the board after the 2026 annual stockholder meeting, replacing director Arik Ruchim. Jaffer will serve as a Class III director through the 2027 annual meeting and sit on the Audit and Finance Committee.

Under the agreement, Jaffer has delivered an irrevocable resignation letter that becomes effective if H Partners’ beneficial ownership or economic exposure falls below 3% of Six Flags’ outstanding common stock or if H Partners is found by final court judgment to have materially breached the agreement without cure. Until a defined standstill termination date, H Partners has agreed to support the board’s voting recommendations with limited exceptions and is subject to customary standstill and mutual non-disparagement provisions.

8-K Event Classification

3 items: 1.01, 5.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Cooperation Agreement date: May 19, 2026 2026 Annual Meeting date: May 26, 2026 Minimum Ownership Requirement: 3% of outstanding common stock +2 more

5 metrics

Cooperation Agreement date May 19, 2026 Date Six Flags and H Partners entered into the Cooperation Agreement

2026 Annual Meeting date May 26, 2026 Meeting after which Rehan Jaffer joins the board

Minimum Ownership Requirement 3% of outstanding common stock Threshold of H Partners’ beneficial ownership or economic exposure tied to Jaffer’s resignation

Director class term end 2027 annual meeting Expiration of Rehan Jaffer’s Class III director term

Standstill extension period 20 days Days after Jaffer leaves the board that define latest standstill termination

Key Terms

Cooperation Agreement, Minimum Ownership Requirement, Standstill Termination Date, standstill restrictions, +2 more

6 terms

Cooperation Agreement regulatory

"entered into a Cooperation Agreement (the “Cooperation Agreement”) with H Partners Management, LLC"

A cooperation agreement is a formal contract between two or more organizations that lays out who will do what, how resources and responsibility are shared, how benefits or costs are divided, and how disputes or exits are handled. Like two chefs agreeing on a shared recipe and kitchen duties, it matters to investors because it can create new revenue paths, shift costs or risks, affect who controls key assets or technologies, and change a company’s future growth prospects.

Minimum Ownership Requirement financial

"at least 3% of the Company’s then outstanding shares of common stock (“Minimum Ownership Requirement”)"

Standstill Termination Date regulatory

"such later date, the “Standstill Termination Date”"

standstill restrictions regulatory

"The Cooperation Agreement also includes customary standstill restrictions and mutual non-disparagement provisions."

Standstill restrictions are agreements or legal limits that pause or limit certain actions by creditors, shareholders, or counterparties—such as demanding repayment, selling large blocks of shares, or launching takeover moves—for a set period. Like pressing a temporary pause button in a dispute or negotiation, they matter to investors because they affect liquidity, the timing of potential exits, and the balance of control and risk while parties work toward a resolution.

mutual non-disparagement regulatory

"includes customary standstill restrictions and mutual non-disparagement provisions."

Audit and Finance Committee financial

"Mr. Jaffer will be appointed to the Audit and Finance Committee of the Board."

A board-level group charged with overseeing a company’s financial reporting, internal checks and balances, audit processes and relationship with external auditors. Think of them as a trusted inspector and bookkeeper who verify that the company’s accounts are accurate, legal and transparent; their work matters to investors because strong oversight reduces the risk of errors or fraud, builds confidence in reported results and can affect valuation and access to capital.

Understanding 8-K Material Events →

05/20/2026 - 04:13 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2026

SIX FLAGS ENTERTAINMENT CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware

001-42157

93-4097909

(State or other jurisdiction
of incorporation)

(Commission

File No.)

(I.R.S. Employer
Identification No.)

8701 Red Oak Blvd.,

Charlotte, North Carolina 28217

(Address of principal executive offices) (Zip Code)

(704) 414-4700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	FUN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On May 19, 2026, Six Flags Entertainment Corporation (the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with H Partners Management, LLC (“H Partners”), pursuant to which Rehan Jaffer, Founder and Managing Member of H Partners, will be appointed to the board of directors of the Company (the “Board”) following the 2026 Annual Meeting of Stockholders on May 26, 2026 (the “2026 Annual Meeting”), replacing Arik Ruchim, who will be stepping down from the Board following the meeting. H Partners has been a significant investor in the Company for more than 15 years and has long had a representative on the Six Flags Board, with Mr. Ruchim serving as a director since 2020. The Company thanks Mr. Ruchim for his outstanding contributions to the Board and looks forward to benefitting from Mr. Jaffer’s skills and experience.

Pursuant to the Cooperation Agreement, effective immediately following the 2026 Annual Meeting, (i) Arik Ruchim will resign from the Board, (ii) the Board will appoint Rehan Jaffer to the Board as a Class III director, with a term expiring at the Company’s 2027 annual meeting of stockholders (the “2027 Annual Meeting”), who will fill the vacancy among the Class III directors created by the resignation of Mr. Ruchim and (iii) Mr. Jaffer will be appointed to the Audit and Finance Committee of the Board.

Additionally, pursuant to the Cooperation Agreement, Mr. Jaffer delivered to the Company an irrevocable resignation letter pursuant to which he will resign from the Board and all applicable committees thereof effective upon the earliest of (i) the date on which H Partners ceases to have beneficial ownership and/or economic exposure of or to at least 3% of the Company’s then outstanding shares of common stock (“Minimum Ownership Requirement”) and (ii) the date on which H Partners has been determined by a final non-appealable judgment of a court of competent jurisdiction to have materially breached any of its obligations under the Cooperation Agreement that has not been cured after written notice from the Company.

Under the Cooperation Agreement, until the Standstill Termination Date (as defined below), H Partners agreed to vote all shares of Common Stock beneficially owned by it and over which it has direct or indirect voting power in accordance with the Board’s recommendations with respect to (i) the election, removal and/or replacement of directors of the Company (other than any removal or replacement of Mr. Jaffer) and (ii) any other proposal submitted to stockholders; provided, however, that in the event either Institutional Shareholder Services Inc. and Glass Lewis & Co. recommend otherwise with respect to any Company-sponsored proposal submitted to stockholders (other than the election or removal of directors), H Partners shall be permitted (but not required) to vote in the same proportion as the vote of all other holders of Common Stock; provided, further, that H Partners will be permitted to vote in its sole discretion with respect to any proposal to approve an extraordinary transaction.

The Cooperation Agreement also includes customary standstill restrictions and mutual non-disparagement provisions.

The Cooperation Agreement will remain in place until the later of (i) the conclusion of the 2027 Annual Meeting or (ii) twenty (20) days following the date that Mr. Jaffer no longer serves on the Board (such later date, the “Standstill Termination Date”).

The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by the full text of the Cooperation Agreement, a copy of which is filed hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Other than with respect to the matters described in Item 1.01 of this Current Report on Form 8-K, there is no arrangement or understanding between Mr. Jaffer and any other person pursuant to which he was selected as a director. Mr. Jaffer does not have any direct or indirect material interest in any transaction in which the Company is a participant that is required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

10.1		Cooperation Agreement, by and between Six Flags Entertainment Corporation and H Partners Capital Management, LLC, dated as of May 19, 2026

104		Cover page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


SIX FLAGS ENTERTAINMENT CORPORATION
(Registrant)

/s/ John Reilly
Name: John Reilly
Title: President & Chief Executive Officer

Date: May 20, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Six Flags (FUN) announce regarding H Partners and its board?

Six Flags entered a Cooperation Agreement with H Partners Management. Rehan Jaffer, H Partners’ founder, will join the board after the 2026 annual meeting, replacing director Arik Ruchim, and will serve as a Class III director through the 2027 annual meeting.

Who is Rehan Jaffer and what role will he have at Six Flags (FUN)?

Rehan Jaffer is the founder and managing member of H Partners Management. Under the agreement, he will become a Class III director on the Six Flags board after the 2026 annual meeting and will also serve on the board’s Audit and Finance Committee.

What is the 3% Minimum Ownership Requirement for H Partners in the Six Flags (FUN) agreement?

The agreement sets a Minimum Ownership Requirement of at least 3% of Six Flags’ outstanding common stock. If H Partners’ beneficial ownership or economic exposure falls below this level, Jaffer’s previously delivered resignation from the board and its committees becomes effective.

How long will the Cooperation Agreement between Six Flags (FUN) and H Partners remain in effect?

The Cooperation Agreement remains in place until the later of the conclusion of the 2027 annual meeting of stockholders or twenty days after the date Rehan Jaffer no longer serves on the Six Flags board, defining the standstill termination date.

What voting commitments did H Partners make in the Six Flags (FUN) Cooperation Agreement?

H Partners agreed to vote its Six Flags shares in line with board recommendations on director elections and other proposals, with limited exceptions. It may follow proxy firm recommendations proportionally on some proposals and retains discretion on any proposal involving an extraordinary transaction.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 71.0 KB