Jana Partners Pushes Six Flags Toward a Sale Again

Jana Partners on Tuesday told the Six Flags Entertainment board to hire an investment bank at once and explore a sale of the company. The activist group, which last October disclosed an approximately 9% economic interest with Travis Kelce and two other investors, cited disappointment with second-quarter results that still showed a $203 million net loss.

Shares of the park operator, ticker FUN, closed at $12.30 on the New York Stock Exchange, 30 cents above a 52-week low of $12.00 and well below a 52-week high of $27.37. The letter is the second time this year Jana has pressed the board to engage with buyers.

Jana Asks the Board to Hire a Bank

People familiar with the matter said Jana, led by managing partner Scott Ostfeld, called on directors on Tuesday, September 22, 2026, to retain a bank immediately and run a sale process. The firm has not released the letter. Six Flags has not issued a public reply.

The ask lands on a company that has already spent the year shrinking, restaffing, and restating itself as a tighter operator. President and chief executive John Reilly, in place since December 2025, has sold parks, hired a new finance chief and a new operating chief, and told investors the remaining circuit is producing higher attendance and higher park-level earnings. Jana is treating that cleanup as the moment to shop the whole firm, not as a reason to wait for peak-season cash.

With 102,316,312 shares outstanding as of July 31, 2026, the equity was worth about $1.26 billion at Tuesday’s close. Net debt at the end of June was $4.9 billion. Any buyer would be underwriting that stack, not a $12 stock.

March Already Produced a New Chairman

Ostfeld’s first public sale letter went to the board on March 17, 2026, eight days after Six Flags named Kelce a brand ambassador and a few months after Reilly took the chief executive job. That letter said the board should reverse course and talk to known buyers, and it asked for an immediate change in the chair. Marilyn Spiegel had held the post since January.

It is now in the best interest of shareholders for the company to reverse course and engage with known buyer interest in Six Flags.

Scott Ostfeld, managing partner, Jana Partners, in a March 17 letter to the board

The same letter described what Ostfeld called an alarming pattern of board dysfunction and disjointed decision-making, including a delay in announcing Reilly’s appointment. Jana said it still backed the new chief executive. The target was the board above him.

THE JANA CAMPAIGN AT SIX FLAGS

1. October 21, 2025: Jana, Kelce, consumer executive Glenn Murphy, and technology executive Dave Habiger disclose an approximately 9% economic interest and say they will engage the board on value and the guest experience.
2. December 2025: The company appoints John Reilly president and chief executive after Richard Zimmerman, the Cedar Fair veteran who ran the combined firm from the July 1, 2024 merger, steps down.
3. March 17, 2026: Ostfeld’s letter urges a sale process and a new board chair, citing known buyer interest.
4. March 25, 2026: Six Flags names former Bally Technologies chief Richard Haddrill as executive chairman and moves Spiegel to lead independent director. The company says it has added seven new directors since the prior summer.
5. September 22, 2026: Jana returns with the demand to hire a bank at once and explore a sale, after the second-quarter print.

Haddrill’s appointment was the concession the March letter extracted. Six months later the firm is asking for a banker, which means the new chair did not end the sale argument. It only changed who would sit across from the bankers.

Seven Parks Went to a REIT This Spring

On March 5, 2026, two weeks before that first Jana letter, Six Flags said it would sell seven parks for $331 million in cash to EPR Properties, a real estate investment trust, subject to ordinary closing adjustments. Reilly said earnings power at the company had been under-realized and that the sale would let management put capital and attention on parks with stronger returns. Cash after taxes and costs was earmarked for debt.

Those seven parks drew about 4.5 million guests in 2025, with about $260 million in net revenue and about $45 million in adjusted EBITDA. The quarterly report puts the U.S. closings on April 6, 2026, and the Montreal closing on May 15, 2026. The company recorded a $37.8 million loss on the disposal group.

THE PARKS SOLD TO EPR

• Valleyfair: Minneapolis market, a former Cedar Fair original.
• Worlds of Fun: Kansas City, with Oceans of Fun included in the sale.
• Michigan’s Adventure: Listed by the company in the Grand Rapids market.
• Schlitterbahn Waterpark Galveston: The Texas water park in the package.
• Six Flags St. Louis: A legacy Six Flags property in Missouri.
• Six Flags Great Escape: Queensbury, New York.
• Six Flags La Ronde: Montreal, sold with a separate operator, La Ronde Operations, a firm owned by Kieran Burke.

EPR said it would pair Enchanted Parks with the six U.S. sites and keep Six Flags branding through the end of 2026. Season passes sold for 2026, including multi-park access, were to be honored through the season. After the closings, Six Flags said it would run 34 parks across 23 locations for the rest of the year, plus a managed park in Saudi Arabia.

The company also stopped operating a combined amusement and water park in Bowie, Maryland, after the 2025 season, which is why 2026 quarter comparisons split reported results from a same-park set. In August it announced a headquarters relocation to Arlington, Texas, from Charlotte, to be finished by March 2027, putting corporate staff back next door to Six Flags Over Texas, where the chain began. Mark Pauls, a longtime park operator most recently at Herschend Family Entertainment, became chief operating officer on July 15, 2026. Ash Walia became chief financial officer in June.

Same-Park Earnings Rose as the Loss Widened

Six Flags reported results on August 6, 2026, for the quarter ended June 28. On a reported basis, which still includes the parks it no longer runs, net revenue was $865 million, down 7% from $930 million, and attendance was 13.1 million visits, down 7% from 14.2 million. Adjusted EBITDA was $243 million in both years. The net loss attributable to the company was $203 million, or $1.99 a share, compared with $100 million, or $0.99 a share, a year earlier.

Strip out the sold and closed parks and the operating story is the one Reilly is selling. Same-park net revenue was $864 million, up 2.4%. Attendance rose 4% from 12.7 million visits even with 44 fewer operating days (1,615 versus 1,659). Same-park adjusted EBITDA rose 7% to $249 million from $233 million. Per-guest spending on that basis slipped 1% to $62.88, as guests shifted into richer season passes that lower admissions per visit while in-park food and extras held up.

THE SECOND-QUARTER PRINT

The active pass base was up 6% on a same-park view, and season-to-date pass sales were up 7%, which Reilly cited as proof the membership push is building a more predictable guest list heading into the heart of the season. He also pointed to 10% higher season-pass visitation. Those are the numbers a turnaround board would take to a long-only holder. They are also the numbers that make a remaining circuit easier to diligence in a sale.

The GAAP loss still widened because interest stayed heavy and the tax line swung. Interest expense was $102 million in the quarter, equal to a large slice of the $243 million in reported adjusted EBITDA. That is the figure Jana can put next to the $12.30 share price without arguing about pass mix.

Who Writes a Check for $4.9 Billion in Debt

A sale process would not start from the market cap. It would start from the June 28, 2026, balance sheet the company published with the quarter.

THE JUNE BALANCE SHEET

• Cash: $135 million on hand at quarter end.
• Liquidity: $837 million, including $703 million still available on the revolving credit line.
• Net debt: $4.9 billion, which the company defined as $5.0 billion of total debt before issuance costs and purchase-accounting layers, minus the $135 million of cash.
• Deferred revenue: $431 million, a pool of prepaid visits that a buyer would inherit as both an asset and an obligation.

Add the $1.26 billion of equity value at Tuesday’s close to that net debt and the enterprise is about $6.2 billion. The July 2024 merger was sold as North America’s largest regional park operator, with 27 amusement parks, 15 water parks, and nine resorts. Two years later the public equity is a thin slice on top of the lenders.

The EPR transaction already sketched one exit that does not require a strategic giant. A REIT bought the dirt, a contract operator ran the gates, and Six Flags kept the brand on the sold parks through 2026. A whole-company deal would have to swallow Cedar Point, Magic Mountain, and the original Arlington park in one bite, along with the notes and the term loan. Disney and Universal do not collect regional coaster parks as a habit. Private equity and real-estate capital are the more plausible check writers, and they will price the $102 million quarterly interest bill first.

The Group That Took 9 Percent Last Fall

Jana announced the position on October 21, 2025, at the 13D Monitor Active-Passive Investor Summit in New York. The group was Jana plus Kelce, Murphy (the former Gap chief who runs FIS-Holdings), and Habiger (then coming off J.D. Power, and chair of Reddit’s board). Jana said it planned to talk to directors about shareholder value and the guest experience. Kelce’s line in that release was about childhood visits, not about a banker.

I am a lifelong Six Flags fan and grew up going to these parks with my family and friends. The chance to help make Six Flags special for the next generation is one I couldn’t pass up.

Travis Kelce, in Jana Partners’ October 21, 2025 statement

Ostfeld, in the same statement, said the group looked forward to working with the board and management. By March he was writing that the board should reverse course. By September the ask was a hired bank. The marketing partnership with Kelce and the operational script Reilly is running did not retire the sale thesis. They sat beside it.

Worlds of Fun, the Kansas City park in Kelce’s home market, was one of the seven sold to EPR. The remaining map is heavier on the large destination parks. That is the inventory a sale book would actually lead with, and it is why a second letter after a same-park bounce is less a change of mind than a change of timing.

Cedar Point Would Be in Any Sale Book

Park-watchers have been asking the same question since the March letter, and Tuesday’s demand does not answer it: is Jana trying to sell more real estate, or the company that still owns Cedar Point, Kings Island, Six Flags Magic Mountain, and Six Flags Over Texas? A full sale puts those names in a process. A further asset sale would look like the EPR deal, with another operator on the gates and another landlord on the title.

Cedar Point is the former Cedar Fair flagship, and it is the park whose fate draws the sharpest local argument. Selling it, or folding it into a REIT-and-operator split, would be a different event from unloading Valleyfair or Great Escape. The 2024 combination was supposed to make that circuit more durable as a public company, with Cedar Fair’s operating habits and Six Flags’ brand and licensed land. The stock at $12.30, against a 52-week high of $27.37, is Jana’s exhibit that the public market is not paying for that plan.

Reilly’s own second-quarter remarks still read as a stay-independent case. He said the focused portfolio produced higher attendance, net revenue, and adjusted EBITDA, and that pass and membership sales gave him more visibility into the rest of the season. Halloween events are already on the 2026 calendar. The board has not said it has hired a bank. Until it does, the company Reilly is trying to run and the company Ostfeld wants shopped are the same 34 parks, with different endgames attached.

Disclaimer: This article is news reporting and analysis of a public company and an activist campaign, and it is for information only. It is not investment advice, a solicitation to buy or sell Six Flags Entertainment Corporation securities, or a recommendation of any sale process, bond, or equity. Readers who are considering a position in the stock, the debt, or a related derivative should consult a licensed financial adviser or securities attorney who can review their own facts. Share prices, stake sizes, earnings figures, and process status are drawn from company statements, filings, and contemporaneous accounts as of the dates named above and can change with later filings, a board decision, or a market move.