PRKS

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes thereto included in this Quarterly Report and our audited consolidated financial statements and related notes thereto for the year ended December 31, 2025, included in our Form 10-K. References to our “theme parks” or “parks” in the discussion that follows includes all of our separately gated parks. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs and involve numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of our Annual Report on Form 10-K, as such risk factors may be updated from time to time in our periodic filings with the SEC. Actual results may differ materially from those contained in any forward-looking statements. You should carefully read “Special Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q. Introduction The following discussion and analysis is intended to facilitate an understanding of our business and results of operations and should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion should also be read in conjunction with our consolidated financial statements and related notes thereto, and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K for the year ended December 31, 2025. Business Overview We are a leading theme park and entertainment company providing experiences that matter and inspiring guests to protect animals and the wild wonders of our world. We own or license a portfolio of recognized brands, including SeaWorld, Busch Gardens, Aquatica, Discovery Cove and Sesame Place. Over our more than 65-year history, we have developed a diversified portfolio of 13 differentiated theme parks that are grouped in key markets across the United States and in the United Arab Emirates. Many of our theme parks showcase our one-of-a-kind zoological collection and feature a diverse array of both thrill and family-friendly rides, educational presentations, shows and/or other attractions with broad demographic appeal which deliver memorable experiences and a strong value proposition for our guests. Recent Developments Current Operating Environment Our Board has formed a number of committees and holds certain meetings and operational review sessions on a frequent basis designed to provide further assistance from Board members with expertise in certain areas by providing enhanced oversight over the operations of the Company. As a result, in the current operating environment, certain members of our Board, including our Chairman of the Board, are actively involved in overseeing certain key operating activities and decisions. While conditions have improved in some markets and for various positions, the current condition of the overall labor market and the challenging current operating environment have led to turnover and hiring challenges for some positions and/or markets which could impact operations and the guest experience. Additionally, we have experienced increased union organizing activities in certain units of the Company. For further discussion of union activity, see the “Risk Factors” section of our Annual Report on Form 10-K, and under “Part II, Item 1A., Risk Factors” in this Quarterly Report on Form 10-Q, as such risk factors may be updated from time to time in our periodic filings with the SEC. Principal Factors and Trends Affecting Our Results of Operations Revenues Our revenues are driven primarily by attendance in our theme parks and the level of per capita spending for admission and per capita spending for food and beverage, merchandise and other in-park products. We define attendance as the number of guest visits. Attendance drives admissions revenue as well as total in-park spending. Admissions revenue primarily consists of single-day tickets, annual passes (which generally expire after a 12-month term), season passes (including our fun card products and, collectively with annual passes, referred to as “passes” or “season passes”) or other multi-day or multi-park admission products. Revenue from these admissions products are generally recognized based on attendance. Certain pass products are purchased through monthly installment arrangements which allow guests to pay over the product’s initial commitment period. Once the initial commitment period is reached, some of these products transition to a month-to-month basis providing these guests access to specific parks on a monthly basis with related revenue recognized monthly, while others can renew for a full commitment period. 21 Total revenue per capita, defined as total revenue divided by total attendance, consists of admission per capita and in-park per capita spending: •Admission Per Capita. We calculate admission per capita as total admissions revenue divided by total attendance. Admission per capita is primarily driven by ticket pricing, the admissions product mix (including the impact of pass visitation rates), and the park attendance mix, among other factors. The admissions product mix, also referred to as the attendance or visitation mix, is defined as the mix of attendance by ticket category such as single day, multi-day, annual/season passes or complimentary tickets/passes and can be impacted by the mix of guests, as domestic and international guests generally purchase higher admission per capita ticket products than local guests. A higher mix of attendance from complimentary tickets/passes will lower admissions per capita. Pass visitation rates are the number of visits per pass. A higher number of visits per pass, including complimentary passes, would yield a lower admissions per capita as the revenue is recognized over more visits. The park attendance mix is defined as the mix of theme parks visited and can impact admission per capita based on the theme park’s respective pricing which, on average, is lower for our water parks compared to our other theme parks. •In-Park Per Capita Spending. We calculate in-park per capita spending as total food, merchandise and other revenue divided by total attendance. Food, merchandise and other revenue primarily consists of food and beverage, merchandise, retail, parking, other in-park products and service fees, and other miscellaneous revenue, including online transaction fees and revenue from our international agreements, not necessarily generated in our parks, which is not significant in the periods presented. In-park per capita spending is primarily driven by pricing, product offerings, the mix of guests (as domestic and international guests typically generate higher in-park per capita spending than local guests or pass holders), guest penetration levels (percentage of guests purchasing) and the mix of in-park spending, among other factors. Total revenue per capita, admissions per capita and in-park per capita spending are key performance metrics that we use to assess the operating performance of our parks on a per attendee basis and to make strategic operating decisions. We believe the presentation of these performance metrics is useful and relevant for investors as it provides investors the ability to review operating performance in the same manner as our management and provides investors with a consistent methodology to analyze revenue between periods on a per attendee basis. In addition, investors, lenders, financial analysts and rating agencies have historically used similar per-capita related performance metrics to evaluate companies in the industry. See further discussion in the “Results of Operations” section which follows and in Note 1–Description of the Business and Basis of Presentation to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Attendance The level of attendance in our theme parks is generally a function of many factors, including affordability, the opening of new attractions and shows, competitive offerings, weather, marketing and sales efforts, awareness and type of ticket and park offerings, travel patterns of both our domestic and international guests, fluctuations in foreign exchange rates and global and regional economic conditions, consumer confidence, the external perceptions of our brands and reputation, industry best practices and perceptions as to safety. The external perceptions of our brands and reputation have at times impacted relationships with some of our business partners, including certain ticket resellers that have terminated relationships with us and other zoological-themed attractions. Costs and Expenses Historically, the principal costs of our operations are employee wages and benefits, driven partly by staffing levels, advertising, maintenance, animal care, utilities, property taxes and insurance. Factors that affect our costs and expenses include fixed operating costs, competitive wage pressures including minimum wage legislation, commodity prices, costs for construction, repairs and maintenance, park operating hours, new parks and/or incremental operating days, new and/or enhanced events, attendance levels, supply chain issues, and inflationary pressures, among other factors. The mix of products sold compared to the prior year period can also impact our costs as retail products generally have a higher cost of sales component than our food and beverage or other in-park offerings. We have a dedicated team of employees and consultants, along with a board committee, focused on reducing costs and improving operating margins and streamlining our labor structure to better align with our strategic business objectives. We have spent significant time reviewing our operations and have identified meaningful cost savings opportunities, including technology initiatives, which we believe will further strengthen our business and, in some instances, improve guest experiences. See the “Current Operating Environment” section for further details. For other factors affecting our costs and expenses, see the “Risk Factors” section of our Annual Report on Form 10-K, as such risk factors may be updated from time to time in our periodic filings with the SEC. 22 Seasonality The theme park industry is seasonal in nature. Historically, we generate the highest revenues in the second and third quarters of each year, in part because four of our theme parks are only open for a portion of the year. As a result, approximately two-thirds of our attendance and revenues were historically generated in the second and third quarters of the year and we generally incurred a net loss in the first quarter. The percent mix of revenues by quarter is relatively constant each year, but revenues can shift between the first and second quarters due to the timing of Easter and spring break holidays and between the first and fourth quarters due to the timing of holiday breaks around Christmas and New Year. Even for our eight theme parks which are open year-round, attendance patterns have significant seasonality, driven by holidays, school vacations and weather conditions. Changes in school calendars that impact traditional school vacation breaks and/or start dates could also impact attendance patterns. Any changes to the operating schedule of a park such as increasing operating days for our historically seasonal parks, could change the impact of seasonality in the future. See “Risk Factors” section of our Annual Report on Form 10-K, as such risk factors may be updated from time to time in our periodic filings with the SEC. Results of Operations The following discussion provides an analysis of our operating results for the three and six months ended June 30, 2026 and 2025. The following data should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Comparison of the Three Months Ended June 30, 2026 to the Three Months Ended June 30, 2025 The following table presents key operating and financial information for the three months ended June 30, 2026 and 2025: For the Three Months Ended June 30, Variance 2026 2025 $ % Summary Financial Data: (In thousands, except per capita data and %) Net revenues: Admissions $ 244,081 $ 255,740 $ (11,659 ) (4.6 %) Food, merchandise and other 239,239 234,472 4,767 2.0 % Total revenues 483,320 490,212 (6,892 ) (1.4 %) Costs and expenses: Cost of food, merchandise and other revenues 38,065 37,173 892 2.4 % Operating expenses (exclusive of depreciation and amortization shown separately below) 215,723 204,789 10,934 5.3 % Selling, general and administrative expenses 66,591 64,402 2,189 3.4 % Severance and other separation costs 45 408 (363 ) NM Depreciation and amortization 45,786 42,974 2,812 6.5 % Total costs and expenses 366,210 349,746 16,464 4.7 % Operating income 117,110 140,466 (23,356 ) (16.6 %) Other expense, net 17 216 (199 ) (92.1 %) Interest expense 32,394 33,951 (1,557 ) (4.6 %) Income before income taxes 84,699 106,299 (21,600 ) (20.3 %) Provision for income taxes 21,430 26,191 (4,761 ) (18.2 %) Net income $ 63,269 $ 80,108 $ (16,839 ) (21.0 %) Other data: Attendance 6,055 6,234 (179 ) (2.9 %) Total revenue per capita $ 79.82 $ 78.64 $ 1.18 1.5 % Admission per capita $ 40.31 $ 41.03 $ (0.72 ) (1.8 %) In-park per capita spending $ 39.51 $ 37.61 $ 1.90 5.1 % NM-Not Meaningful. 23 Admissions revenue. Admissions revenue for the three months ended June 30, 2026 decreased $11.7 million, or 4.6%, to $244.1 million as compared to $255.7 million for the three months ended June 30, 2025. The decline was primarily a result of a decrease in attendance and admission per capita. Total attendance for the second quarter of 2026 decreased by 179 thousand guests, or 2.9%, compared to the same prior year quarter. The decrease in attendance was primarily due to an unfavorable calendar shift including the timing of the Easter holiday and a decrease in international visitation compared to the same prior year quarter. Admission per capita decreased by $0.72 to $40.31 for the second quarter of 2026 compared to $41.03 in the prior year quarter, primarily due to the net impact of the admissions product mix when compared to the same prior year quarter. Food, merchandise and other revenue. Food, merchandise and other revenue for the three months ended June 30, 2026 increased $4.8 million, or 2.0%, to $239.2 million as compared to $234.5 million for the three months ended June 30, 2025, as a result of an increase in in-park per capita spending, partially offset by a decrease in attendance. In-park per capita spending increased by 5.1% to $39.51 in the second quarter of 2026 compared to $37.61 in the second quarter of 2025. In park per capita spending increased primarily due to higher penetration and the impact of pricing initiatives compared to the same prior year quarter. Costs of food, merchandise and other revenues. Costs of food, merchandise and other revenues for the three months ended June 30, 2026 increased $0.9 million, or 2.4%, to $38.1 million as compared to $37.2 million for the three months ended June 30, 2025. Operating expenses. Operating expenses for the three months ended June 30, 2026 increased $10.9 million, or 5.3%, to $215.7 million as compared to $204.8 million for the three months ended June 30, 2025. The increase in operating expenses was primarily due to a $4.1 million increase in non-recurring third-party labor and consulting costs primarily related to damages from a historic winter freeze in our Florida parks. Selling, general and administrative expenses. Selling, general and administrative expenses for the three months ended June 30, 2026 increased $2.2 million, or 3.4%, to $66.6 million as compared to $64.4 million for the three months ended June 30, 2025. The increase was primarily due to a non-cash $1.8 million increase in information technology costs primarily related to the amortization of implementation costs of a new enterprise resource planning system when compared to the same prior year quarter. Depreciation and amortization. Depreciation and amortization expense for the three months ended June 30, 2026 increased $2.8 million, or 6.5%, to $45.8 million as compared to $43.0 million for the three months ended June 30, 2025. The increase primarily related to new asset additions, partially offset by the impact of asset retirements and fully depreciated assets. Interest expense. Interest expense for the three months ended June 30, 2026 decreased $1.6 million, or 4.6%, to $32.4 million as compared to $34.0 million for the three months ended June 30, 2025. The decrease primarily relates to the impact of a lower average interest rate on our variable debt. See Note 6–Long-Term Debt to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further details. Provision for income taxes. Provision for income taxes in the three months ended June 30, 2026 was $21.4 million compared to $26.2 million for the three months ended June 30, 2025. Our consolidated effective tax rate was 25.3% for the three months ended June 30, 2026 compared to 24.6% for the three months ended June 30, 2025. The effective tax rate for the three months ended June 30, 2026 and 2025 was primarily impacted due to state income taxes and limits on certain compensation deductibility. 24 Comparison of the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025 The following table presents key operating and financial information for the six months ended June 30, 2026 and 2025: For the Six Months Ended June 30, Variance 2026 2025 $ % Summary Financial Data: (In thousands, except per capita data and %) Net revenues: Admissions $ 391,584 $ 411,855 $ (20,271 ) (4.9 %) Food, merchandise and other 370,030 365,306 4,724 1.3 % Total revenues 761,614 777,161 (15,547 ) (2.0 %) Costs and expenses: Cost of food, merchandise and other revenues 59,712 60,132 (420 ) (0.7 %) Operating expenses (exclusive of depreciation and amortization shown separately below) 386,965 366,059 20,906 5.7 % Selling, general and administrative expenses 114,659 108,539 6,120 5.6 % Severance and other separation costs 808 408 400 98.0 % Depreciation and amortization 90,853 84,669 6,184 7.3 % Total costs and expenses 652,997 619,807 33,190 5.4 % Operating income 108,617 157,354 (48,737 ) (31.0 %) Other (income) expense, net (217 ) 193 (410 ) NM Interest expense 64,129 68,058 (3,929 ) (5.8 %) Income before income taxes 44,705 89,103 (44,398 ) (49.8 %) Provision for income taxes 15,504 25,128 (9,624 ) (38.3 %) Net income $ 29,201 $ 63,975 $ (34,774 ) (54.4 %) Other data: Attendance 9,275 9,625 (350 ) (3.6 %) Total revenue per capita $ 82.11 $ 80.74 $ 1.37 1.7 % Admission per capita $ 42.21 $ 42.79 $ (0.58 ) (1.4 %) In-park per capita spending $ 39.90 $ 37.95 $ 1.95 5.1 % NM-Not Meaningful. Admissions revenue. Admissions revenue for the six months ended June 30, 2026 decreased $20.3 million, or 4.9%, to $391.6 million as compared to $411.9 million for the six months ended June 30, 2025. The decline was primarily a result of a decrease in attendance. Total attendance for the first six months of 2026 decreased by approximately 350 thousand guests, or 3.6%, compared to the first six months of 2025. Attendance was negatively impacted by unfavorable weather conditions, a decline in visitation from international markets, and an Easter holiday shift compared to the first six months of 2025. Admission per capita decreased by 1.4% to $42.21 for the six months ended June 30, 2026 compared to $42.79 for the six months ended June 30, 2025, primarily due to the net impact of the admissions product mix when compared to the first six months of 2025. Food, merchandise and other revenue. Food, merchandise and other revenue for the six months ended June 30, 2026 increased $4.7 million, or 1.3%, to $370.0 million as compared to $365.3 million for the six months ended June 30, 2025 as a result of an increase in in-park per capita spending, partially offset by a decrease in attendance. In-park per capita spending increased by 5.1% to $39.90 for the six months ended June 30, 2026 compared to $37.95 for the six months ended June 30, 2025. In park per capita spending increased primarily due to penetration and the impact of pricing initiatives compared to the first six months of 2025. Costs of food, merchandise and other revenues. Costs of food, merchandise and other revenues for the six months ended June 30, 2026 decreased $0.4 million, or 0.7%, to $59.7 million as compared to $60.1 million for the six months ended June 30, 2025. Operating expenses. Operating expenses for the six months ended June 30, 2026 increased by $20.9 million, or 5.7%, to $387.0 million as compared to $366.1 million for the six months ended June 30, 2025. The increase in operating expenses was primarily due to a $6.9 million increase in costs primarily related to damages from a historic winter freeze in our Florida parks, and an approximately $2.1 million increase in non-cash self-insurance adjustments. 25 Selling, general and administrative expenses. Selling, general and administrative expenses for the six months ended June 30, 2026 increased $6.1 million, or 5.6%, to $114.7 million as compared to $108.5 million for the six months ended June 30, 2025. The increase is primarily due to a non-cash $4.8 million increase in information technology costs primarily related to the amortization of implementation costs of a new enterprise resource planning system when compared to the first six months of 2025. Depreciation and amortization. Depreciation and amortization expense for the six months ended June 30, 2026 increased $6.2 million, or 7.3%, to $90.9 million as compared to $84.7 million for the six months ended June 30, 2025. The increase primarily related to new asset additions, partially offset by the impact of asset retirements and fully depreciated assets. Interest expense. Interest expense for the six months ended June 30, 2026 decreased $4.0 million, or 5.8%, to $64.1 million as compared to $68.1 million for the six months ended June 30, 2025. The decrease primarily relates to the impact of a lower average interest rate on our variable debt. Provision for income taxes. Provision for income taxes for the six months ended June 30, 2026 was $15.5 million compared to $25.1 million for the six months ended June 30, 2025. Our consolidated effective tax rate was 34.7% for the six months ended June 30, 2026 and 28.2% for the six months ended June 30, 2025. The effective tax rate differs from the statutory federal income tax rate of 21.0% for the periods ended June 30, 2026 primarily due to non-deductible compensation, state income taxes, and a deferred revaluation due to state filing changes as of January 1, 2025. The effective tax rate differs from the statutory federal income tax rate of 21% for the periods ended June 30, 2025 primarily due to state income taxes and a deferred revaluation due to state filing changes as of January 1, 2025. See Note 4–Income Taxes in our notes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further details. Liquidity and Capital Resources Overview Generally, our principal sources of liquidity are cash generated from operations, funds from borrowings and existing cash on hand. Our principal uses of cash typically include the funding of working capital obligations, debt service, investments in theme parks (including capital projects), share repurchases and/or other return of capital to stockholders, when permitted. As of June 30, 2026, we had a working capital ratio (defined as current assets divided by current liabilities) of 0.5. We typically have operated with a working capital ratio of near 1.0 due to a significant deferred revenue balance from revenues paid in advance for our theme park admissions products and high turnover of in-park products that result in limited inventory balances. We believe our cash flow from operations, along with our revolving credit facility, will allow us to meet our liquidity needs. As market conditions warrant and subject to our contractual restrictions and liquidity position, we or our affiliates, may from time to time purchase our outstanding equity and/or debt securities, including our outstanding bank loans in privately negotiated or open market transactions, by tender offer or otherwise. Any such purchases may be funded by incurring new debt, including additional borrowings under our Senior Secured Credit Facilities. Any new debt may also be secured debt. We may also use available cash on our balance sheet. The amounts involved in any such transactions, individually or in the aggregate, may be material. Further, since some of our debt may trade at a discount to the face amount among current or future syndicate members, any such purchases may result in our acquiring and retiring a substantial amount of any particular series, with the attendant reduction in the trading liquidity of any such series. Depending on conditions in the credit and capital markets and other factors, we will, from time to time, consider other financing transactions, the proceeds of which could be used to refinance our indebtedness or for other purposes. Share Repurchases See Note 10–Stockholders’ Deficit in our notes to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further information on our share repurchase programs. Other We believe that existing cash and cash equivalents, cash flow from operations, and available borrowings under our revolving credit facility will be adequate to meet the capital expenditures, debt service obligations and working capital requirements of our operations for at least the next 12 months. 26 Summary of Cash Flows The following table presents a summary of our cash flows provided by (used in) operating, investing, and financing activities for the periods indicated: For the Six Months Ended June 30, 2026 2025 (In thousands) Net cash provided by operating activities $ 236,802 $ 206,911 Net cash used in investing activities (138,183 ) (110,464 ) Net cash used in financing activities (179,305 ) (18,419 ) Net (decrease) increase in cash and cash equivalents $ (80,686 ) $ 78,028 Operating Activities Net cash provided by operating activities was $236.8 million during the six months ended June 30, 2026 as compared to $206.9 million during the six months ended June 30, 2025. The change in net cash provided by operating activities was primarily impacted by changes in working capital. Investing Activities Investing activities consist principally of capital investments we make in our theme parks for future attractions and infrastructure. Net cash used in investing activities during the six months ended June 30, 2026 consisted of capital expenditures of $138.2 million largely related to future attractions. Net cash used in investing activities during the six months ended June 30, 2025 consisted primarily of $110.5 million of capital expenditures. The following table presents detail of our capital expenditures for the periods indicated. For the Six Months Ended June 30, 2026 2025 Capital Expenditures: (Unaudited, in thousands) Core(a) $ 127,966 $ 97,997 Expansion/ROI projects(b) 10,217 12,467 Capital expenditures, total $ 138,183 $ 110,464 (a) Reflects capital expenditures for park rides, attractions and maintenance activities. (b) Reflects capital expenditures for park expansion, new properties, and revenue and/or expense return on investment (“ROI”) projects. The amount of our capital expenditures may be affected by general economic and financial conditions, among other things, including restrictions imposed by our borrowing arrangements. Historically, we generally expect to fund our capital expenditures through our operating cash flow. Financing Activities Net cash used in financing activities during the six months ended June 30, 2026 primarily resulted from $220.3 million used to repurchase shares and payment of related excise tax and repayments of $7.7 million on long-term debt, partially offset by net proceeds of $50 million drawn from the revolving credit facility. Net cash used in financing activities during the six months ended June 30, 2025 primarily resulted from $9.2 million used to repurchase shares and repayments of $7.7 million on long-term debt. Our Indebtedness We are a holding company and conduct our operations through our subsidiaries, which have incurred or guaranteed indebtedness as described below. As of June 30, 2026, our indebtedness consisted of senior secured credit facilities and 5.25% senior notes (the “Senior Notes”). Senior Secured Credit Facilities SeaWorld Parks & Entertainment, Inc. (“SEA”) is the borrower under the senior secured credit facilities, as amended and restated pursuant to a credit agreement (the “Amended and Restated Credit Agreement”) dated August 25, 2021 (the “Senior Secured Credit Facilities”). 27 As of June 30, 2026, our Senior Secured Credit Facilities consisted of $1.515 billion in Term B-3 Loans which will mature on December 4, 2031, along with a $700.0 million Revolving Credit Facility, of which $50.0 million was drawn upon as of June 30, 2026 and will mature on August 23, 2029. Additionally, as of June 30, 2026, SEA had approximately $10.9 million of outstanding letters of credit, leaving approximately $639.1 million available for borrowing under the Revolving Credit Facility. Senior Notes As of June 30, 2026, SEA had outstanding $725.0 million in aggregate principal amount of Senior Notes due on August 15, 2029. Covenant Compliance As of June 30, 2026, we were in compliance with all covenants in the credit agreement governing the Senior Secured Credit Facilities and the indentures governing our Senior Notes. See Note 6–Long-Term Debt to our unaudited condensed consolidated financial statements for further details related to our long-term debt and restrictive covenants. Adjusted EBITDA We define Adjusted EBITDA as net income plus (i) income tax provision, (ii) loss on extinguishment of debt, (iii) interest expense, consent fees and similar financing costs, (iv) depreciation and amortization, (v) equity-based compensation expense, (vi) certain non-cash charges/credits including those related to asset disposals and self-insurance reserve adjustments, (vii) certain business optimization, development and strategic initiative costs, (viii) merger, acquisition, integration and certain investment costs, and (ix) other nonrecurring costs including incremental costs associated with the COVID-19 pandemic or similar unusual events. Under the credit agreement governing the Senior Secured Credit Facilities and the indentures governing our Senior Notes (collectively, the “Debt Agreements”), our ability to engage in activities such as incurring additional indebtedness, making investments, refinancing certain indebtedness, paying dividends and entering into certain merger transactions is governed, in part, by our ability to satisfy tests based on Covenant Adjusted EBITDA as defined in the Debt Agreements (“Covenant Adjusted EBITDA”). Covenant Adjusted EBITDA is defined as Adjusted EBITDA plus certain other items as defined in the Debt Agreements, including estimated cost savings among other adjustments. Cost savings represent annualized estimated savings expected to be realized over the following 24 month period related to certain specified actions including restructurings and cost savings initiatives, net of actual benefits realized during the last twelve months. Other adjustments include (i) recruiting and retention costs, (ii) public company compliance costs, (iii) litigation and arbitration costs, and (iv) other costs and adjustments as permitted by the Debt Agreements. We believe that the presentation of Adjusted EBITDA is appropriate as it eliminates the effect of certain non-cash and other items not necessarily indicative of a company’s underlying operating performance. We use Adjusted EBITDA in connection with certain components of our executive compensation program. In addition, investors, lenders, financial analysts and rating agencies have historically used EBITDA related measures in our industry, along with other measures, to estimate the value of a company, to make informed investment decisions and to evaluate companies in the industry. In addition, we believe the presentation of Covenant Adjusted EBITDA for the last twelve months is appropriate as it provides additional information to investors about the calculation of, and compliance with, certain financial covenants in the Debt Agreements. See Note 6–Long-Term Debt to our unaudited condensed consolidated financial statements for further details relating to our restrictive covenants. Adjusted EBITDA and Covenant Adjusted EBITDA are not recognized terms under U.S. generally accepted accounting principles (“GAAP”), should not be considered in isolation or as a substitute for a measure of our financial performance prepared in accordance with GAAP and are not indicative of income or loss from operations as determined under GAAP. Adjusted EBITDA, Covenant Adjusted EBITDA and other non-GAAP financial measures have limitations which should be considered before using these measures to evaluate our financial performance. Adjusted EBITDA and Covenant Adjusted EBITDA as presented by us, may not be comparable to similarly titled measures of other companies due to varying methods of calculation. 28 The following table reconciles Adjusted EBITDA and Covenant Adjusted EBITDA to net income for the periods indicated. Certain amounts relating to prior period results were reclassified to conform to current period presentation. These reclassifications have not changed the results of operations of the prior period. For the Three Months Ended June 30, For the Six Months Ended June 30, Last Twelve Months Ended June 30, 2026 2025 2026 2025 2026 (Unaudited, in thousands) Net income $ 63,269 $ 80,108 $ 29,201 $ 63,975 $ 133,579 Provision for income taxes 21,430 26,191 15,504 25,128 48,560 Interest expense 32,394 33,951 64,129 68,058 130,211 Depreciation and amortization 45,786 42,974 90,853 84,669 180,658 Equity-based compensation expense (a) 4,927 4,043 10,345 8,376 19,734 Loss on impairment or disposal of assets and certain non-cash expenses (b) 7,790 12,117 13,454 13,208 29,253 Business optimization, development and strategic initiative costs (c) 10,111 3,045 16,858 4,309 27,667 Certain investment costs and other taxes 103 222 155 225 1,856 Other adjusting items(d) 9,663 3,614 12,924 5,757 13,342 Adjusted EBITDA(e) $ 195,473 $ 206,265 $ 253,423 $ 273,705 $ 584,860 Items added back to Covenant Adjusted EBITDA, as defined in the Debt Agreements: Estimated cost savings (f) 43,000 Other adjustments as defined in the Debt Agreements (g) 12,466 Covenant Adjusted EBITDA (h) $ 640,326 (a) Reflects non-cash equity compensation expenses and related payroll taxes associated with the grants of equity-based compensation. See Note 9–Equity-Based Compensation in our notes to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further details. (b) Reflects primarily non-cash self-insurance reserve adjustments of: (i) approximately $4.6 million and $8.3 million, respectively, for the three and six months ended June 30, 2026; (ii) approximately $9.6 million for the three and six months ended June 30, 2025; and (iii) approximately $16.2 million for the twelve months ended June 30, 2026. Also includes non-cash expenses related to asset write-offs and costs related to certain rides and equipment which were removed from service. (c) For the three, six, and twelve months ended June 30, 2026, reflects business optimization, development and other strategic initiative costs primarily related to: (i) $8.8 million, $14.4 million, and $23.0 million, respectively, of other business optimization costs and strategic initiative costs and (ii) $1.3 million, $1.6 million, and $2.5 million, respectively, of third-party consulting costs. Reflects business optimization, development and other strategic initiative costs primarily related to: (i) $0.4 million, $0.4 million, and $8.2 million of third-party consulting costs for the three, six, and twelve months ended June 30, 2025, respectively, and (ii) $2.2 million, $3.5 million, and $6.5 million of other business optimization costs and strategic initiative costs for the three, six, and twelve months ended June 30, 2025, respectively. (d) Reflects the impact of expenses, net of insurance recoveries and adjustments, incurred primarily related to certain matters, which we are permitted to exclude under the credit agreement governing our Senior Secured Credit Facilities due to the unusual nature of the items. (e) Adjusted EBITDA is defined as net income before income tax expense, interest expense, depreciation and amortization, as further adjusted to exclude certain non-cash, and other items as described above. (f) Our Debt Agreements permit the calculation of certain covenants to be based on Covenant Adjusted EBITDA, as defined above, for the last twelve-month period further adjusted for net annualized estimated savings we expect to realize over the following 24-month period related to certain specified actions, including restructurings and cost savings initiatives. These estimated savings are calculated net of the amount of actual benefits realized during such period. These estimated savings are a non-GAAP Adjusted EBITDA add-back item only as defined in the Debt Agreements and does not impact our reported GAAP net income. (g) The Debt Agreements permit our calculation of certain covenants to be based on Covenant Adjusted EBITDA as defined above, for the last twelve-month period further adjusted for certain costs as permitted by the Debt Agreements including recruiting and retention expenses, public company compliance costs and litigation and arbitration costs, if any. 29 (h) Covenant Adjusted EBITDA is defined in the Debt Agreements as Adjusted EBITDA for the last twelve-month period further adjusted for net annualized estimated savings among other adjustments as described in footnotes (f) and (g) above. Material Cash Requirements from Known Contractual and Other Obligations and Commitments There have been no material changes to our contractual obligations as of June 30, 2026 from those previously disclosed in our Annual Report on Form 10-K. Critical Accounting Policies and Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, revenues and expenses, and disclosure of contingencies during the reporting period. Significant estimates and assumptions include the valuation and useful lives of long-lived assets, the accounting for income taxes, the accounting for self-insurance and revenue recognition. Actual results could differ from those estimates. The critical accounting estimates associated with these policies are described in our Annual Report on Form 10-K under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” There have been no material changes to our significant accounting policies as compared to the significant accounting policies described in our Annual Report on Form 10-K, filed on March 3, 2026. Recently Issued Financial Accounting Standards Refer to Note 2–Recent Accounting Pronouncements in our notes to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further details.