Darlington discloses 7.5% Six Flags stake in 13G/A filing (FUN)

Rhea-AI Filing Summary

Darlington Partners Capital Management and related parties report a passive 7.5% stake in Six Flags Entertainment Corporation. They collectively report beneficial ownership of 7,700,000 shares of common stock, based on 102,203,942 shares outstanding as of May 1, 2026.

The holdings are reported with shared voting and dispositive power over all 7,700,000 shares and no sole power. The group includes Darlington Partners Capital Management, LP, Darlington Partners GP, LLC, Darlington Partners, L.P., and individuals Scott W. Clark and Ramsey B. Jishi. They state the securities were not acquired to change or influence control of Six Flags, but in connection with investment advisory activities for private funds.

Key Figures

Shares beneficially owned: 7,700,000 shares Percent of class: 7.5% Shares outstanding baseline: 102,203,942 shares +2 more

5 metrics

Shares beneficially owned 7,700,000 shares Six Flags common stock reported by each filer as of the 13G/A

Percent of class 7.5% Ownership percentage of Six Flags common stock for each reporting person

Shares outstanding baseline 102,203,942 shares Six Flags common stock outstanding on May 1, 2026, per Form 10-Q

Shared voting power 7,700,000 shares Shares over which each filer has shared power to vote or direct the vote

Shared dispositive power 7,700,000 shares Shares over which each filer has shared power to dispose or direct disposition

Key Terms

beneficial ownership, shared voting power, Schedule 13G, pecuniary interest, +2 more

6 terms

beneficial ownership financial

"Each reporting person disclaims beneficial ownership of Common Stock except to the extent of that person's pecuniary interest"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

shared voting power financial

"Shared Voting Power 7,700,000.00 for each reporting person"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

Schedule 13G regulatory

"Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

pecuniary interest financial

"disclaims beneficial ownership of Common Stock except to the extent of that person's pecuniary interest therein"

investment adviser financial

"DPCM LP is the investment adviser of private investment funds, including Darlington"

An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.

dispositive power financial

"Shared Dispositive Power 7,700,000.00 for each reporting person"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

What ownership stake in Six Flags does Darlington report in this Schedule 13G/A for FUN?

Darlington and related filers report beneficial ownership of 7,700,000 shares of Six Flags common stock, representing 7.5% of the class, based on 102,203,942 shares outstanding as of May 1, 2026.

Who are the reporting persons in the Six Flags (FUN) Schedule 13G/A filing?

The reporting persons are Darlington Partners Capital Management, LP, Darlington Partners GP, LLC, Darlington Partners, L.P., and individuals Scott W. Clark and Ramsey B. Jishi, who manage or control the investment adviser and funds holding the Six Flags shares.

Does Darlington have voting and dispositive power over Six Flags (FUN) shares?

The filers report shared voting power and shared dispositive power over 7,700,000 shares of Six Flags common stock and no sole voting or dispositive power for any reporting person, reflecting the advisory and fund structure.

Is Darlington’s Six Flags (FUN) stake intended to influence control of the company?

The certification states the securities were not acquired and are not held for the purpose or effect of changing or influencing control of Six Flags, other than activities solely in connection with a nomination under Section 13 of the Exchange Act.

How is the 7.5% ownership in Six Flags (FUN) calculated in this 13G/A?

The 7.5% figure is calculated using 102,203,942 shares of Six Flags common stock outstanding on May 1, 2026, as reported in Six Flags’ Form 10-Q for the quarter ended March 29, 2026.

Who ultimately benefits from Darlington’s Six Flags (FUN) holdings?

DPCM LP’s clients, including Darlington Partners, L.P., have the right to dividends and sale proceeds from the Six Flags shares. No individual client, other than Darlington, holds more than 5% of the outstanding stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 12:41 PM Accepted by SEC EDGAR 08/14/2026 - 12:40 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

Six Flags Entertainment Corporation/NEW

(Name of Issuer)

Common Stock

(Title of Class of Securities)

83001C108

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 83001C108

1

Names of Reporting Persons

Darlington Partners Capital Management, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,700,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,700,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,700,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.5 %

12

Type of Reporting Person (See Instructions)

IA, PN

Comment for Type of Reporting Person: Percentage calculated based on 102,203,942 shares of Common Stock outstanding on May 1, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 29, 2026.

SCHEDULE 13G

CUSIP Number(s): 83001C108

1

Names of Reporting Persons

Darlington Partners GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,700,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,700,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,700,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.5 %

12

Type of Reporting Person (See Instructions)

HC, OO

Comment for Type of Reporting Person: Percentage calculated based on 102,203,942 shares of Common Stock outstanding on May 1, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 29, 2026.

SCHEDULE 13G

CUSIP Number(s): 83001C108

1

Names of Reporting Persons

Darlington Partners, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,700,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,700,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,700,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.5 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: Percentage calculated based on 102,203,942 shares of Common Stock outstanding on May 1, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 29, 2026.

SCHEDULE 13G

CUSIP Number(s): 83001C108

1

Names of Reporting Persons

Scott W. Clark

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,700,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,700,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,700,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.5 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Percentage calculated based on 102,203,942 shares of Common Stock outstanding on May 1, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 29, 2026.

SCHEDULE 13G

CUSIP Number(s): 83001C108

1

Names of Reporting Persons

Ramsey B. Jishi

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 7,700,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,700,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,700,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.5 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Percentage calculated based on 102,203,942 shares of Common Stock outstanding on May 1, 2026, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 29, 2026.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Six Flags Entertainment Corporation/NEW
(b)	Address of issuer's principal executive offices: 8701 RED OAK BLVD. CHARLOTTE, NORTH CAROLINA 28217
Item 2.
(a)	Name of person filing: Darlington Partners Capital Management, LP, a Delaware limited partnership ("DPCM LP") Darlington Partners GP, LLC, a Delaware limited liability company ("DP GP") Darlington Partners, L.P., a Delaware limited Darlington ("Darlington") Scott W. Clark Ramsey B. Jishi DPCM LP is the investment adviser of private investment funds, including Darlington (together, the "Funds"). DP GP is the general partner of DPCM LP and the Funds. Mr. Clark and Mr. Jishi are the managers of DP GP. The Filers are filing this Schedule 13G jointly but not as members of a group, and each disclaims membership in a group. Each reporting person disclaims beneficial ownership of Common Stock except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of Darlington should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any Common Stock covered by this Schedule 13G.
(b)	Address or principal business office or, if none, residence: 300 Drakes Landing Road, Suite 290, Greenbrae, CA 94904
(c)	Citizenship: See Item 4 of the cover sheet for each reporting person.
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 83001C108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: DPCM LP: 7,700,000 DP GP: 7,700,000 Darlington: 7,700,000 Scott W. Clark: 7,700,000 Ramsey B. Jishi: 7,700,000
(b)	Percent of class: DPCM LP: 7.5% DP GP: 7.5% Darlington: 7.5% Scott W. Clark: 7.5% Ramsey B. Jishi: 7.5%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: DPCM LP: 0 DP GP: 0 Darlington: 0 Scott W. Clark: 0 Ramsey B. Jishi: 0
	(ii) Shared power to vote or to direct the vote: DPCM LP: 7,700,000 DP GP: 7,700,000 Darlington: 7,700,000 Scott W. Clark: 7,700,000 Ramsey B. Jishi: 7,700,000
	(iii) Sole power to dispose or to direct the disposition of: DPCM LP: 0 DP GP: 0 Darlington: 0 Scott W. Clark: 0 Ramsey B. Jishi: 0
	(iv) Shared power to dispose or to direct the disposition of: DPCM LP: 7,700,000 DP GP: 7,700,000 Darlington: 7,700,000 Scott W. Clark: 7,700,000 Ramsey B. Jishi: 7,700,000
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. DPCM LP's clients, including Darlington, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. No individual client's holdings of the Stock, other than those of Darlington, are more than five percent of the outstanding Stock.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Darlington Partners Capital Management, LP

Signature:	/s/ Scott W. Clark
Name/Title:	Manager of Darlington Partners GP, LLC, general partner of Darlington Partners Capital Management, LP
Date:	08/14/2026

Darlington Partners GP, LLC

Signature:	/s/ Scott W. Clark
Name/Title:	Manager
Date:	08/14/2026

Darlington Partners, L.P.

Signature:	/s/ Scott W. Clark
Name/Title:	Manager of Darlington Partners GP, LLC, general partner of Darlington Partners, L.P.
Date:	08/14/2026

Scott W. Clark

Signature:	/s/ Scott W. Clark
Name/Title:	Reporting person
Date:	08/14/2026

Ramsey B. Jishi

Signature:	/s/ Ramsey B. Jishi
Name/Title:	Reporting person
Date:	08/14/2026

Exhibit Information

Exhibit 99.1 - Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G