Six Flags Entertainment Corporation SEC Filings

Sachem Head–affiliated reporting persons filed a joint Form 3 for Six Flags Entertainment Corporation (FUN). The filing lists indirect beneficial ownership of 5,030,000 shares of common stock. It also discloses three cash‑settled total return swaps referencing an aggregate 4,995,000 shares, each with an expiration date of 06/03/2027 and reference prices of $28.6892, $28.6115, and $29.0555.

Jonathan Brudnick is identified as a director of the issuer. The joint filers include Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC, and Scott D. Ferguson, who may be deemed directors by deputization. The reporting persons disclaim beneficial ownership of the subject securities except to the extent of any pecuniary interest, and state the swaps do not confer voting, investment, or dispositive power over Six Flags securities.

Six Flags Entertainment Corporation (FUN) entered into a Cooperation Agreement with Sachem Head Capital Management, expanding its Board from 12 to 13 directors and appointing Jonathan Brudnick as a Class III director with a term expiring at the 2027 Annual Meeting. He also joins the Nominating and Governance Committee.

Mr. Brudnick delivered an irrevocable resignation letter effective upon the earliest of Sachem Head falling below a 3% beneficial ownership/economic exposure threshold or a final non‑appealable judgment finding an uncured material breach of the agreement. Until the standstill termination date, Sachem Head agreed to vote in line with the Board’s recommendations, with a carve‑out allowing proportional voting if ISS or Glass Lewis recommend otherwise on Company proposals (excluding director elections) and full discretion on extraordinary transactions. The agreement includes customary standstill and mutual non‑disparagement provisions and remains in place until 20 days after Mr. Brudnick ceases to serve.

The Company noted the Board will expand to 13 and, following previously announced departures, decrease to 11. A related press release was furnished as an exhibit.

Six Flags Entertainment Corporation reported a governance update: the board designated a non-executive Chair position to take effect on January 1, 2026. The notice references a press release dated October 10, 2025 and identifies Brian C. Witherow as Chief Financial Officer. The filing is brief and does not disclose executive compensation changes, reasons for the governance move, or other operational or financial impacts. This appears to be a board leadership change announcement without accompanying financial metrics or major transactions.

Tim Fisher, Chief Operating Officer of Six Flags Entertainment Corporation (FUN), reported a tax-withholding disposition related to vested restricted stock. On 08/22/2025 he had 21,850 shares withheld and disposed at an average price of $25.59 to satisfy tax obligations tied to a restricted stock award that vested the same day. After the withholding, Mr. Fisher beneficially owns 241,334 shares. The filing is a routine Section 16 report documenting the withholding and transfer of shares to cover taxes on equity vesting.

Six Flags Entertainment Corporation reported results of a non-binding advisory vote on the frequency of future say-on-pay votes held at its 2025 Annual Meeting. Shareholders cast 77,006,513 votes for holding the vote every year, 268,913 for every two years, 317,291 for every three years, and 189,554 abstained, with 12,479,799 broker non-votes. Based on these results, the Board of Directors determined the company will continue to hold an advisory say-on-pay vote annually. The Board expects the next advisory vote on the frequency of say-on-pay votes to occur at the company’s 2031 annual meeting of stockholders.

Darlington Partners reported beneficial ownership of 8,700,000 shares of Six Flags Entertainment Corporation common stock, representing 8.6% of the outstanding class. The filing shows the reporting persons—Darlington Partners Capital Management, LP; Darlington Partners GP, LLC; Darlington Partners, L.P.; Scott W. Clark; and Ramsey B. Jishi—each hold shared voting and dispositive power over the 8,700,000 shares and state they have no sole voting or dispositive power over the position. The percentage is calculated using 101,101,235 shares outstanding as of May 2, 2025, per the issuer's disclosure. The statement certifies the securities are held in the ordinary course of business and were not acquired to change or influence control of the issuer, and the filers disclaim membership in a group.

Steven E. Hoffman, a director of Six Flags Entertainment Corporation (FUN), purchased 10,058 shares of common stock in two non-derivative transactions on 08/07/2025. He acquired 5,014 shares at a weighted-average price of $24.54 (individual trades ranged $24.00–$24.93) and 5,044 shares at a weighted-average price of $24.79 (individual trades ranged $24.4046–$24.9775). The filing reports his direct beneficial ownership rising to 8,429 shares after the first purchase and to 13,473 shares after the second. The Form 4 shows only these stock purchases and no derivative instruments were reported.