UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM  i 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)  i November 10, 2022

 i Six Flags Entertainment Corporation

(Exact name of registrant as specified in its charter)

 i Delaware

(State or other jurisdiction of incorporation)

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( i 972)  i 595-5000

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):

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

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

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

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

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

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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 Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company  i ☐

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. ☐

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Item 1.01Entry into a Material Definitive Agreement

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On November 10, 2022, Six Flags Entertainment Corporation (the “Company”) entered into an amendment (the “Amendment”) to the Cooperation Agreement (as amended, the “Cooperation Agreement”), dated as of January 30, 2020, by and among the Company and the persons and entities set forth on Schedule A (the “H Partners Group”) to such Cooperation Agreement. The Amendment permits the H Partners Group to acquire ownership (beneficial or otherwise) of up to 19.9% of the Company’s outstanding shares during the Cooperation Period (as defined in the Cooperation Agreement), up from 14.9% currently.

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The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

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Item 7.01Regulation FD Disclosure

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On November 10, 2022, the Company issued a press release concerning the Amendment, a copy of which is furnished as Exhibit 99.1 to this report.

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Item 9.01Financial Statements and Exhibits

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(d) Exhibits

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99.1Press Release of Six Flags Entertainment Corporation, dated November 10, 2022

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104Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURES

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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 hereunto duly authorized.

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Date: November 10, 2022

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