Six Flags Entertainment (FUN) CFO records tax-withheld stock disposition

Rhea-AI Filing Summary

Six Flags Entertainment Corporation/NEW Chief Financial Officer Brian C. Witherow reported a Form 4 showing shares withheld to cover taxes on equity compensation. On February 23, 2026, 16,469 shares of common stock were disposed of at $18.24 per share as a tax-withholding disposition tied to the vesting of previously granted restricted stock and restricted stock units. After this transaction, he directly held 297,765 common shares, and an additional 2,399 shares were held indirectly by his spouse.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Witherow Brian C

(Last) (First) (Middle)

8701 RED OAK BLVD.

(Street)

CHARLOTTE NC 28217

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Six Flags Entertainment Corporation/NEW [ FUN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	02/23/2026		F		16,469(1)	D	$18.24	297,765	D
Common Stock, par value $0.01 per share								2,399	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld in payment of tax liability in connection with the vesting of a previously reported awards of restricted stock and restricted stock units, which vested February 23, 2026.

Remarks:

	/s/ Brian C. Witherow	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did FUN CFO Brian C. Witherow report on this Form 4?

Brian C. Witherow reported a tax-withholding disposition of 16,469 FUN common shares. The shares were withheld to pay tax liabilities arising from vesting restricted stock and restricted stock units on February 23, 2026, rather than an open-market sale.

How many FUN shares did Brian C. Witherow dispose of for tax withholding?

He disposed of 16,469 FUN common shares at $18.24 per share for tax withholding. This transaction satisfied tax obligations tied to previously awarded restricted stock and restricted stock units that vested on February 23, 2026.

How many FUN shares does Brian C. Witherow own after the reported transaction?

After the transaction, Brian C. Witherow directly held 297,765 FUN common shares. In addition, 2,399 shares were reported as held indirectly by his spouse, reflecting combined direct and indirect beneficial ownership positions.

Was the FUN CFO’s Form 4 transaction an open-market sale of shares?

No, the transaction was a tax-withholding disposition, not an open-market sale. Shares were withheld by the issuer to cover tax liabilities triggered when restricted stock and restricted stock units vested on February 23, 2026.

At what price were the FUN shares used for Brian C. Witherow’s tax withholding valued?

The 16,469 FUN shares used for tax withholding were valued at $18.24 per share. This price reflects the value applied when shares were withheld to satisfy tax obligations from the vesting equity awards.

What indirect FUN share ownership is reported for Brian C. Witherow on this Form 4?

The Form 4 reports 2,399 FUN common shares held indirectly "By Spouse." These shares are attributed as indirect beneficial ownership, separate from the 297,765 shares he holds directly after the tax-withholding transaction.