UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

 Preliminary Proxy Statement

 Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2))

 Definitive Proxy Statement

 Definitive Additional Materials

 Soliciting Material Pursuant to §240.14a-12

UNITED PARKS & RESORTS INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 No fee required.

 Fee paid previously with preliminary materials.

 Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i) (1) and 0-11.

6240 Sea Harbor Drive

Orlando, Florida 32821

April 30, 2025

Dear Fellow Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of United Parks & Resorts Inc. (the “Annual Meeting”) to be held on Friday, June 13, 2025 at 11:00 a.m., Eastern Daylight Saving Time. For your convenience, we are pleased that the Annual Meeting will be a completely virtual meeting, which will be conducted via live audio webcast. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting via a live audio webcast by visiting www.virtualshareholdermeeting.com/PRKS2025 .

As permitted by the rules of the Securities and Exchange Commission, we are also pleased to be furnishing our proxy materials to stockholders primarily over the Internet. We believe this process expedites stockholders’ receipt of the materials, lowers the costs of the Annual Meeting and conserves natural resources. We sent a Notice of Internet Availability of Proxy Materials on or about April 28, 2025 to our stockholders of record at the close of business on April 15, 2025. The notice contains instructions on how to access our Proxy Statement and 2024 Annual Report and vote online. If you would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the notice.

Your vote is important to us. Whether or not you plan to attend the Annual Meeting, we strongly urge you to cast your vote promptly. You may vote over the Internet, as well as by telephone or by mail. Please review the instructions on the proxy or voting instruction card regarding each of these voting options.

Thank you for your continued support of United Parks & Resorts Inc.

Sincerely,

Scott Ross

Chairperson of the Board of Directors

Marc Swanson

Chief Executive Officer

6240 Sea Harbor Drive

Orlando, Florida 32821

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 13, 2025

Notice is hereby given that the 2025 Annual Meeting of Stockholders of United Parks & Resorts Inc. (the “Annual Meeting”) will be held on Friday, June 13, 2025 at 11:00 a.m., Eastern Daylight Saving Time. You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/PRKS2025 . You will need to have your 16-Digit Control Number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting. The Annual Meeting will be held for the following purposes:

Stockholders of record at the close of business on April 15, 2025 are entitled to notice of, and to vote at, the Annual Meeting. Each stockholder of record is entitled to one vote for each share of common stock held at that time. A list of these stockholders will be open for examination by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting at our principal executive offices at 6240 Sea Harbor Drive, Orlando, Florida 32821.

You have three options for submitting your vote before the Annual Meeting:

Please vote as soon as possible to record your vote promptly, even if you plan to attend the Annual Meeting via the Internet.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on Friday, June 13, 2025: The Proxy Statement and 2024 Annual Report to Stockholders, which includes the Annual Report on Form 10-K for the year ended December 31, 2024, are available at www.proxyvote.com .

By Order of the Board of Directors,

G. Anthony (Tony) Taylor

Corporate Secretary

April 30, 2025

TABLE OF CONTENTS

6240 Sea Harbor Drive

Orlando, Florida 32821

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 13, 2025

General Information

Why am I being provided with these materials?

We have made these proxy materials available to you via the Internet or, upon your request, have delivered printed versions of these proxy materials to you by mail in connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”) of United Parks & Resorts Inc. (the “Company”) of proxies to be voted at our Annual Meeting of Stockholders to be held on June 13, 2025 (“Annual Meeting”), and at any postponements or adjournments of the Annual Meeting. D.F. King & Co., directors, officers and other Company employees also may solicit proxies by telephone or otherwise. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. You are invited to attend the Annual Meeting and vote your shares via the Internet in accordance with the instructions at www.virtualshareholdermeeting.com/PRKS2025 .

What am I voting on?

There are five proposals scheduled to be voted on at the Annual Meeting:

Who is entitled to vote?

Stockholders as of the close of business on April 15, 2025 (the “Record Date”) may vote at the Annual Meeting. As of that date, there were 54,966,149 shares of common stock outstanding. You have one vote for each share of common stock held by you as of the Record Date, including shares:

What constitutes a quorum?

The holders of record of a majority of the voting power of the issued and outstanding shares of capital stock entitled to vote must be present in person or represented by proxy to constitute a quorum for the Annual Meeting. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by “broker non-votes” that are present and entitled to vote are also counted for purposes of determining a quorum. However, as described below under “How are votes counted?”, if you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote (a “broker non-vote”).

What is a “broker non-vote”?

A broker non-vote occurs when shares held by a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at his/her discretion. Under current New York Stock Exchange interpretations that govern broker non-votes, each of the Nominee Proposal and Say-on-Pay Proposal are considered non-discretionary matters and a broker will lack the authority to vote shares at their discretion on such proposals. The Ratification Proposal is considered a discretionary matter and a broker will be permitted to exercise their discretion.

How many votes are required to approve each proposal?

With respect to the election of the Nominee Proposal, each director is elected at the Annual Meeting by the vote of the majority of the votes cast with respect to such director’s election, which means that the number of votes cast “for” a director’s election must exceed the number of votes cast “against” that director’s election. If any incumbent director nominee fails to receive a majority of the votes cast in an uncontested election, our bylaws require that such person offer to tender his or her resignation to the Board and that the Nominating and Corporate Governance Committee make a recommendation to the Board on whether to accept or reject such resignation or whether other action should be taken.

With respect to the Ratification Proposal, the Say-on-Pay Proposal and the Omnibus Plan Proposal, approval of each proposal requires a vote of the holders of a majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote on the proposal.

While the Say-on-Pay Proposal is advisory in nature and non-binding, the Board will review the voting results and expects to take it into consideration when making future decisions regarding executive compensation.

The Director Compensation Limit Proposal requires the approval by the holders of a majority of the shares of our common stock outstanding and entitled to vote as of the record date, other than any such shares (all such shares, “Excluded Shares”) beneficially owned by any director of the Company and their affiliates. We refer to this as the “Disinterested Stockholder Approval.” The Excluded Shares will not be included in the numerator or denominator for purposes of determining whether the Disinterested Stockholder Approval has been obtained.

How are votes counted?

With respect to the Nominee Proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. Abstentions and broker non-votes will have no effect on the outcome of the Nominee Proposal.

With respect to the Ratification Proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. Abstentions will be counted as a vote “AGAINST” the Ratification Proposal.

With respect to the Say-on-Pay Proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. Abstentions will be counted as a vote “AGAINST” the Say-on-Pay Proposal. Broker non-votes will have no effect on the outcome of the Say-on-Pay Proposal.

With respect to the Omnibus Plan Proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. Abstentions will be counted as a vote “AGAINST” the Omnibus Plan Proposal. Broker non-votes will have no effect on the outcome of the Omnibus Plan Proposal.

With respect to the Director Compensation Limit Proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. Abstentions will be counted as a vote “AGAINST” the Director Compensation Limit Proposal. Broker non-votes will have no effect on the outcome of the Director Compensation Limit Proposal.

If you just sign and submit your proxy card without voting instructions, your shares will be voted “FOR” each director nominee listed herein and “FOR” the other proposals as recommended by the Board and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be voted upon.

Who will count the vote?

Representatives of Broadridge Investor Communications Services (“Broadridge”) will tabulate the votes, and representatives of Broadridge will act as inspectors of election.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares:

How can I attend and vote at the Annual Meeting?

We will be hosting the Annual Meeting live via audio webcast. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/PRKS2025 . If you were a stockholder as of the Record Date, or you hold a valid proxy for the Annual Meeting, you can vote at the Annual Meeting. A summary of the information you need to attend the Annual Meeting online is provided below:

Will I be able to participate in the online Annual Meeting on the same basis I would be able to participate in a live annual meeting?

The online meeting format for the Annual Meeting will enable full and equal participation by all our stockholders from any place in the world at little to no cost. We believe that holding the Annual Meeting online provides the opportunity for participation by a broader group of stockholders while reducing environmental impacts and the costs associated with planning, holding and arranging logistics for in-person meeting proceedings.

We designed the format of the online Annual Meeting to ensure that our stockholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. We will take the following steps to ensure such an experience:

How can I vote my shares without attending the Annual Meeting?

If you are a stockholder of record, you may vote by granting a proxy. Specifically, you may vote:

If you hold your shares in street name, you may also submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker, or other nominee on how to submit voting instructions.

Internet and telephone voting facilities will close at 11:59 p.m., Eastern Daylight Saving Time on June 12, 2025 for the voting of shares held by stockholders of record or held in street name.

Mailed proxy cards with respect to shares held of record or in street name must be received no later than June 12, 2025.

What does it mean if I receive more than one Notice on or about the same time?

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card or, if you vote by Internet or telephone, vote once for each Notice you receive.

May I change my vote or revoke my proxy?

You may change your vote and revoke your proxy at any time prior to the vote at the Annual Meeting. If you are the stockholder of record, you may change your vote by granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method), by providing a written notice of revocation to the Company’s Corporate Secretary at United Parks & Resorts Inc., 6240 Sea Harbor Drive, Orlando, Florida 32821 prior to your shares being voted, or by attending the Annual Meeting via the Internet and voting. Attendance at the meeting via the Internet will not cause your previously granted proxy to be revoked unless you specifically so request. For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, trustee or nominee following the instruction it has provided, or, if you have obtained a legal proxy from your broker or nominee giving you the right to vote your shares, by attending the Annual Meeting via the Internet and voting.

Could other matters be decided at the Annual Meeting?

At the date this Proxy Statement went to press, we did not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement.

If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. The Company has also retained D.F. King & Co. to assist with the solicitation of proxies for a fee not to exceed $8,500, plus reimbursement for out-of-pocket expenses.

Proposal No. 1—Ele ction of Directors

The entire Board will be elected at the 2025 Annual Meeting of Stockholders.

The Company entered into a stockholders agreement with Hill Path Capital LP that became effective May 29, 2019 and which was amended on February 27, 2024 and approved by the Company’s stockholders on March 25, 2024 (the “Stockholders Agreement”). Under the Stockholders Agreement, for so long as Hill Path owns at least 5% of the Company’s outstanding common stock, it will have the right to designate a number of individuals as directors (the “ Hill Path Designees ”) in proportion to its share ownership (rounded up or down as applicable to the nearest whole number), provided that the maximum number of Hill Path Designees shall not exceed three. Currently, Hill Path owns approximately 49.49% of the Company’s outstanding common stock and accordingly, is entitled to designate up to three Hill Path Designees to the Board. The Stockholders Agreement provides that no more than two of the directors designated by Hill Path may be affiliated with Hill Path and, subject to the independence standards of the New York Stock Exchange, there shall be one Hill Path Designee on each committee of the Board, as determined by Hill Path and subject to the approval of the Nominating and Corporate Governance Committee. However, in light of the benefits that the Nominating and Corporate Governance Committee and the full Board (including all of the non-Hill Path Designees) believe that Aayushi Dalal would contribute to the Company as a member of the Board, all of the current directors who are not affiliated with Hill Path, as well as the full Board, determined to grant a one-time waiver of the limitation in the Stockholders Agreement that no more than two Hill Path Designees be affiliated with Hill Path solely to permit Aayushi Dalal to join the Board. The Stockholders Agreement was not otherwise amended , modified, altered or waived in any other respect. Scott Ross and James Chambers are the current Hill Path Designees and Aayushi Dalal is proposed to be the third Hill Path Designee.

Based on the recommendation of our Nominating and Corporate Governance Committee, the Board of Directors has considered and nominated the following slate of nominees for a one-year term expiring in 2026: James Chambers, Aayushi Dalal, William Gray, Timothy Hartnett, Nathaniel Lipman, Yoshikazu Maruyama, Thomas E. Moloney, Neha Jogani Narang, Scott Ross and Kimberly Schaefer. Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) attached to this proxy statement intend to vote the proxies held by them for the election of James Chambers, Aayushi Dalal, William Gray, Timothy Hartnett, Nathaniel Lipman, Yoshikazu Maruyama, Thomas E. Moloney, Neha Jogani Narang, Scott Ross and Kimberly Schaefer. If any of the nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of the Board.

Nominees for Election to the Board of Directors in 2025

The following information describes the offices held, other business directorships of each director nominee and their ages as of the record date. In addition, each of our director nominees maintains a significant ownership interest in the Company in accordance with our stock ownership policy for directors, which is described below under “Director Compensation for Fiscal 2024―Stock Ownership Guidelines.” Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities” below.

Board Skills and Diversity

The individuals nominated to serve on our Board of Directors are highly talented and diverse. The following matrix provides information regarding the nominees to serve as members of our Board, including certain types of knowledge, skills, experiences and attributes possessed by one or more of our nominees which our Board believes are relevant to our business or industry. The matrix does not encompass all of the knowledge, skills, experiences or attributes of our nominees, and the fact that a particular knowledge, skill, experience or attribute is not listed does not mean that a nominee does not possess it. In addition, the absence of a particular knowledge, skill, experience or attribute with respect to any of our nominees does not mean the nominee in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill and experience listed below may vary among the members of the nominees.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE

ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

The Board of Directors and Certain Governance Matters

Our Board manages or directs the business and affairs of the Company, as provided by Delaware law, and conducts its business through meetings of the Board and four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Revenue Committee and such other special or ad hoc committees as it determines appropriate from time-to-time.

Our Board evaluates the Company’s corporate governance policies on an ongoing basis with a view towards maintaining the best corporate governance practices in the context of the Company’s current business environment and aligning our governance practices closely with the interests of our stockholders. The Company has adopted a majority voting standard for director elections and all directors are elected annually.

Engagement with Stockholders

Our Board and management value the perspectives of our stockholders and work to provide our stockholders with continuous and meaningful engagement. During 2024, outreach to our stockholders was a priority for our Board of Directors and management team. We held one-on-one meetings with stockholders and potential investors from the United States as well as overseas. In addition, we have calls with stockholders on a regular basis, review correspondence submitted by stockholders to management and/or the Board and have discussions with proxy advisory services on various topics including implementing best practices in executive compensation and corporate governance. The Board and its committees received regular feedback on these meetings.

Our Board has also proactively taken steps to continue to ensure best governance practices, refresh its membership, and deepen its relevant experience, including:

Our Board and management value the perspectives of our stockholders and work to provide our stockholders with continuous and meaningful engagement. Consistent with our approach of proactively engaging stockholders, in the second half of 2024 and during the first quarter of 2025, we continued our strategic stockholder engagement program with investors focused on compensation and governance issues. Various members of management, the Compensation Committee and the Compensation Committee's independent compensation consultant participated in calls with stockholders. Through this process, we reached out to stockholders that we believe represent our top 20 largest stockholders, representing almost 90% of our outstanding shares. We engaged with stockholders representing over 60% of our outstanding shares, including three of our top ten largest stockholders. Our largest stockholder has two representatives on our Compensation Committee and one of its representatives serves as Chairman of the Compensation Committee.

Communications with the Board

As described in the Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with a member or members of the Board, including the chairperson of the Audit, Compensation, Nominating and Corporate Governance or Revenue Committees or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the General Counsel of the Company, 6240 Sea Harbor Drive, Orlando, Florida 32821. Such communications may be done confidentially or anonymously.

Director Independence and I ndependence Determinations

Under our Corporate Governance Guidelines and NYSE rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with the Company or any of its subsidiaries.

The Board has established guidelines of director independence to assist it in making independence determinations, which conform to the independence requirements in the NYSE listing standards. In addition to applying these guidelines, which are set forth in our Corporate Governance Guidelines (which may be found on the Corporate Governance page of the Investor Relations section on our website at www.unitedparks.com ), the Board of Directors will consider all relevant facts and circumstances in making an independence determination. The Board’s policy is to review the independence of all directors at least annually. In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the independence guidelines, the Board will determine in its judgment whether such relationship is material.

The Nominating and Corporate Governance Committee undertook its annual review of director independence and made a recommendation to our Board regarding director independence. As a result of this review, our Board affirmatively determined that each of Messrs. Ross, Chambers, Dalal, Gray, Hartnett, Lipman, Maruyama, Moloney, and Mmes. Narang and Schaefer is independent under the guidelines for director independence set forth in the Corporate Governance Guidelines and for purposes of applicable NYSE standards, including with respect to committee service. Our Board has also determined that each member of our Audit Committee (Messrs. Gray, Hartnett, Lipman and Moloney and Ms. Schaefer) is “independent” for purposes of NYSE listing standards and Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that each member of our Compensation Committee (Messrs. Ross, Chambers, Maruyama and Moloney) is “independent” for purposes of NYSE listing standards and Section 10C(a)(3) of the Exchange Act.

Board St ructure

In July 2019, the Board elected Mr. Scott Ross to serve as Non-Executive Chairman of the Board. Our Corporate Governance Guidelines provide for the position of Lead Director whenever the Chairman of the Board is also the Chief Executive Officer or is a director who does not otherwise qualify as an independent director, or the Board otherwise determines it is appropriate to elect a Lead Director. In accordance with our Corporate Governance Guidelines, the Lead Director is responsible for helping to assure appropriate oversight of Company management by the Board and optimal functioning of the Board. The independent directors elect the Lead Director from among the independent directors. A more complete description of the role of Lead Director is set forth in our Corporate Governance Guidelines. In June 2022, the Board elected Mr. Timothy Hartnett to serve as Lead Director of the Board. The Chief Executive Officer position is separate from the Chairman position. In May 2021, the Board appointed Marc G. Swanson to serve as Chief Executive Officer of the Company.

Our Board believes that this leadership structure is appropriate for us at this time as this structure encourages the free and open dialogue of competing views and provides for strong checks and balances.

Board Committees and Meetings

The following table summarizes the current membership of each of the Board’s standing committees as of April 15, 2025. Aayushi Dalal, if elected to serve on the Board, has not yet been designated for any specific committee.

All directors are expected to make every effort to attend meetings of the Board, meetings of the committees of which they are members and the annual meeting of stockholders. Four of the directors then on the Board attended the Company’s 2024 Annual Meeting of Stockholders. Our Board is active and engaged and holds a significant number of Board and committee meetings as well as informal working sessions during the course of the year. During 2024, the Board held 12 meetings, and together with Board committees, held 41 meetings. This includes: (i) 9 Audit Committee meetings; (ii) 4 Nominating and Corporate Governance Committee meetings; (iii) 7 Compensation Committee meetings; and 9 meetings held by other committees. The Company believes that this number of Board and committee meetings is significantly greater than the number of Board and committee meetings held at most other similar public companies. Each board member attended a significant number of Board and committee meetings, and the Company believes that each member had a significant beneficial impact on the Company that would equal or exceed that of typical members of the board of directors of other similar public companies. Two incumbent members of the Board (Ms. Narang and Ms. Schaefer) attended a significant number of meetings, in both cases more than 13 meetings in total, but fewer than 75% of the aggregate number of meetings of the Board and Board committees on which such director served during 2024. Both Ms. Narang and Ms. Schaefer attended all of the regularly scheduled quarterly board meetings and Ms. Schaefer also attended all of the meetings of the audit committee. Given the high number of Board and committee meetings and informal working sessions held by the Company during the year, we do not believe that aggregate 75% attendance is a meaningful measure of their board engagement.

Committee Membership

Audit Co mmittee

All members of the Audit Committee are “independent,” consistent with our Corporate Governance Guidelines and the NYSE listing standards applicable to boards of directors in general and audit committees in particular. Our Board has determined that each of the members of the Audit Committee is “financially literate” within the meaning of the listing standards of the NYSE. In addition, our Board has determined that each of Messrs. Moloney, Hartnett and Lipman and Ms. Schaefer qualify as an audit committee financial expert as defined by applicable U.S. Securities and Exchange Commission (the “SEC”) regulations. The Board reached its conclusion as to Mr. Moloney’s qualification based on, among other things, Mr. Moloney’s previous experience as the Chief Financial Officer of John Hancock Financial Services. The Board reached its conclusion as to Mr. Hartnett’s qualification based on, among other things, Mr. Hartnett’s experience at PricewaterhouseCoopers and the fact that he is a Certified Public Accountant though currently inactive. The Board reached its conclusion as to Mr. Lipman’s qualification based on, among other things, Mr. Lipman’s previous experience as Chief Executive Officer of a company with public traded securities, as well as his service on the audit committees of various public and private companies, including as chair, and his previous experience in the financial services sector. The Board reached its conclusion as to Ms. Schaefer’s qualification based on, among other things the fact that Ms. Schaefer is a Certified Public Accountant, though currently inactive, and her previous experience as Chief Executive Officer of a publicly traded company. During the course of 2024, our Audit Committee consisted of Messrs. Gray, Hartnett and Moloney and Ms. Schaefer, with Mr. Moloney serving as Chair of the Audit Committee. Mr. Lipman joined the Audit Committee on January 2, 2024.

The duties and responsibilities of the Audit Committee are set forth in its charter, which may be found at www.unitedparks.com under Investor Relations: Corporate Governance: Governance Documents: Audit Committee Charter, and include the following:

With respect to our reporting and disclosure matters, the responsibilities and duties of the Audit Committee include reviewing and discussing with management and the independent registered public accounting firm our annual audited financial statements prior to inclusion in our Annual Report on Form 10-K and our quarterly financial statements prior to inclusion in our quarterly reports on Form 10-Q or other public dissemination in accordance with applicable rules and regulations of the SEC.

On behalf of the Board, the Audit Committee plays a key role in the oversight of the Company’s risk management policies and procedures. See “Oversight of Risk Management” below.

Compensation Committee

All members of the Compensation Committee are “independent,” consistent with our Corporate Governance Guidelines and the NYSE listing standards applicable to boards of directors in general and compensation committees in particular. During the course of 2024, our Compensation Committee consisted of Messrs. Chambers, Maruyama, Moloney and Ross, with Mr. Ross serving as Chair of the Compensation Committee.

The duties and responsibilities of the Compensation Committee are set forth in its charter, which may be found at www.unitedparks.com under Investor Relations: Corporate Governance: Governance Documents: Compensation Committee Charter, and include the following:

With respect to our reporting and disclosure matters, the responsibilities and duties of the Compensation Committee include overseeing the preparation of the Compensation Discussion and Analysis and recommending to the Board its inclusion in our annual proxy statement or Annual Report on Form 10-K in accordance with applicable rules and regulations of the SEC. The charter of the Compensation Committee permits the Compensation Committee to delegate any or all of its authority to one or more subcommittees and to delegate to one or more officers of the Company the authority to make awards to any non-Section 16 officer of the Company under the Company’s incentive-compensation or other equity-based plan, subject to compliance with the plan and the laws of the state of the Company’s jurisdiction. The Compensation Committee has formed a Rule 16b-3 Subcommittee which consists of Messrs. Moloney and Maruyama to approve certain transactions between the Company and its officers or directors in compliance with Rule 16b-3 under the Exchange Act.

For additional information about our processes and procedures for the consideration and determination of our executive and director compensation, including the role of the Compensation Committee’s independent compensation consultant and the role of executive officers in determining executive compensation, see “Executive Compensation―Compensation Discussion and Analysis” and “Executive Compensation―Director Compensation for Fiscal 2024”.

Nominating and Corporat e Governance Committee

All members of the Nominating and Corporate Governance Committee are “independent,” consistent with our Corporate Governance Guidelines and the applicable NYSE listing standards. During the course of 2024, our Nominating and Corporate Governance Committee consisted of Messrs. Chambers, Gray and Ross, with Mr. Chambers serving as Chair of the Nominating and Corporate Governance Committee. Mr. Lipman joined the Nominating and Corporate Governance Committee on January 2, 2024. The duties and responsibilities of the Nominating and Corporate Governance Committee are set forth in its charter, which may be found at www.unitedparks.com under Investor Relations: Corporate Governance: Governance Documents: Nominating and Corporate Governance Committee Charter, and include the following:

Revenue C ommittee

During 2024, the Revenue Committee consisted of Messrs. Bension, Chambers, Gray, Maruyama, and Ross, and Mmes. Narang and Schaefer, with Mr. Maruyama serving as Chair of the Revenue Committee. The duties and responsibilities of the Revenue Committee are set forth in its charter, and include the following:

Special Co mmittees

From time to time the Board may form and appoint members to special committees with responsibility to address topics designated at the time of such committee formation.

Oversight of R isk Management

The Board has extensive involvement in the oversight of risk management related to us and our business and accomplishes this oversight through the regular reporting by management and through the Board’s committees. The Audit Committee represents the Board by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls and our compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal, and internal audit functions, the Audit Committee reviews and discusses all significant areas of our business and summarizes for the Board all areas of risk and the appropriate mitigating factors. Each of the other Board committees considers risks related to matters within the scope of its responsibilities as part of its regular meeting agendas, and the committee chairs report to the full Board regarding matters considered by their committees following each committee meeting. In addition, our Board receives periodic detailed operating performance reviews from management.

Compensation Committee Risk Assessment

With the assistance of W.T. Haigh & Company, Inc. (“Haigh”), the Compensation Committee’s independent compensation consultant, the Compensation Committee conducted a comprehensive compensation risk assessment. The assessment focused on the design and application of the Company’s executive and non-executive compensation programs and whether such programs encourage excessive risk taking by executive officers and other employees. Based on the outcomes of this assessment, the Compensation Committee believes, and Haigh concurs, that the Company’s compensation programs (i) do not motivate our executive officers or our nonexecutive employees to take excessive risks, (ii) are designed to encourage behaviors aligned with the long-term interests of stockholders, and (iii) are not reasonably likely to have a material adverse effect on the Company.

Cybersecurity Risk

We recognize the critical importance of maintaining the safety and security of our systems and data and have a holistic process for overseeing and managing cybersecurity and related risks, which includes engagement with both senior management and the Board. Our Board is responsible for overseeing our enterprise risk management activities in general, including those related to cybersecurity, and each of our Board committees assists the Board in the role of risk oversight. The full Board receives an update on our risk management process and the risk trends related to cybersecurity at least annually. Further, the Audit Committee specifically assists the Board in its oversight of risks related to cybersecurity. To help ensure effective oversight, the Audit Committee receives reports on information security and cybersecurity from our Chief Information Officer at least four times a year.

Executive Sessions

Executive sessions, which are meetings of the non-management members of the Board, are regularly scheduled throughout the year. In addition, at least once a year, the independent directors meet in a private session that excludes management and non-independent directors. The Non-Executive Chairman or Lead Director, presides at the executive sessions. The Audit, Compensation, Nominating and Corporate Governance and Revenue Committees also meet regularly in executive session.

Committee Charters and Corp orate Governance Guidelines

Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe the Board’s views on a wide range of governance topics. These Corporate Governance Guidelines are reviewed from time to time by the Board and, to the extent deemed appropriate in light of emerging practices, revised accordingly, upon recommendation to and approval by the full Board.

Our Corporate Governance Guidelines, which include our categorical standards of director independence, our Audit, Compensation, Nominating and Corporate Governance and Revenue Committee charters and other corporate governance information are available on the Corporate Governance page of the Investor Relations section on our website at www.unitedparks.com . Any stockholder also may request them in print, without charge, by contacting the Corporate Secretary at United Parks & Resorts Inc., 6240 Sea Harbor Drive, Orlando, Florida 32821.

Code of Conduct

We maintain a Code of Business Conduct and Ethics that is applicable to all of our directors, officers, and employees, including our Chairman, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and other senior financial officers (including those serving in such roles on an interim basis). The Code of Business Conduct and Ethics sets forth our policies and expectations on a number of topics, including conflicts of interest, compliance with laws, use of our assets, business conduct and fair dealing. This Code of Business Conduct and Ethics also satisfies the requirements for a code of ethics, as defined by Item 406 of Regulation S-K promulgated by the SEC. The Company will disclose within four business days any substantive changes in or waivers of the Code of Business Conduct and Ethics granted to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website as set forth above rather than by filing a Form 8-K.

The Code of Business Conduct and Ethics may be found on our website at www.unitedparks.com under Investor Relations: Corporate Governance: Governance Documents: Code of Business Conduct and Ethics.

As described in our Code of Business Conduct and Ethics, the Company’s directors, officers and employees are provided with three avenues through which they can report violations or suspected violations with respect to addressing any ethical questions or concerns: a toll-free phone line, in writing, and a website. The toll-free number for the Company’s directors, officers and employees is available 24 hours a day, 7 days a week. Directors, officers and employees can choose to remain anonymous in reporting violations or suspected violations. In addition, we maintain a formal non-retaliation policy that prohibits action or retaliation against any director, officer or employee who makes a report in good faith even if the facts alleged are not confirmed by subsequent investigation.

Director Nomin ation Process

The Board of Directors recognizes the value of diversity and its ability to bring to bear a wide range of experiences and perspectives that are relevant to the Company’s strategy and business. Consistent with the value of diversity, the Nominating and Corporate Governance Committee weighs the characteristics, experience, independence and skills of potential candidates for election to the Board and recommends nominees for director to the Board for election. In considering candidates for the Board, the Nominating and Corporate Governance Committee also assesses the size, composition and combined expertise of the Board. As the application of these factors involves the exercise of judgment, the Nominating and Corporate Governance Committee does not have a standard set of fixed qualifications that is applicable to all director candidates, although the Nominating and Corporate Governance Committee does at a minimum assess each candidate’s strength of character, mature judgment, industry knowledge or experience, his or her ability to work collegially with the other members of the Board and his or her ability to satisfy any applicable legal requirements or listing standards. In addition, unless restricted by any legal, contractual or other obligations, the Nominating and Corporate Governance Committee will require that the pools of candidates to be considered by the Nominating and Corporate Governance Committee and/or the Board for nomination to our Board include candidates with diversity of race, ethnicity and / or gender. The Nominating and Corporate Governance Committee is primarily responsible for this requirement and assesses its effectiveness by examining the diversity of all the directors on the Board when it selects director nominees. The Board does not establish specific goals with respect to diversity. However, since adopting this requirement in February 2020, the Board has added three directors, one of whom is a woman. In identifying prospective director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members of the Board, management, stockholders and other sources. The Nominating and Corporate Governance Committee also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as directors of the Company. The Nominating and Corporate Governance Committee utilizes the same criteria for evaluating candidates regardless of the source of the referral. When considering director candidates, the Nominating and Corporate Governance Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness.

The Stockholders Agreement described below under “Transactions with Related Persons—Hill Path Agreements” provides that Hill Path Capital LP, (“ Hill Path ”) has the right to nominate to our Board up to three designees depending upon their percentage ownership of the Company. Messrs. Ross and Chambers were nominated by Hill Path and have been nominated for re-election this year. Ms. Dalal has also been nominated by Hill Path and nominated for election this year, see “Proposal No. 1 – Election of Directors.”

In connection with its annual recommendation of a slate of nominees, the Nominating and Corporate Governance Committee may also assess the contributions of those directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board. When considering whether the directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board focused primarily on the information discussed in each of the board member’s biographical information set forth above. Each of the Company’s directors possesses high ethical standards, acts with integrity and exercises careful, mature judgment. Each is committed to employing his or her skills and abilities to aid the long-term interests of the stockholders of the Company. In addition, our directors are knowledgeable and experienced in one or more business, governmental, or civic endeavors, which further qualifies them for service as members of the Board. A significant number of our nominees possess experience in owning and managing public and privately held enterprises and are familiar with corporate finance and strategic business planning activities that are unique to publicly traded companies like ours.

Our Corporate Governance Guidelines provide that directors may not continue to serve on the Board of Directors after reaching the age of 75 without an express waiver by the Board. The Board believes that waivers of this policy should not be automatic and should be based upon the needs of the Company and the individual attributes of the director. After considering Mr. Moloney’s experience, dedication, and valuable contributions to the Board and its committees, pursuant to the Governance Guidelines, the Nominating and Corporate Governance Committee recommended to the Board that the mandatory retirement requirement be waived for Mr. Moloney. Based upon this recommendation, the Board determined that a waiver of this policy for Mr. Moloney with respect to his service until the next annual meeting in 2026 was in the best interests of the Company and, accordingly, approved such waiver. Accordingly, the annual director nomination process resulted in the Nominating and Corporate Governance Committee’s recommendation to the Board, and the Board’s nomination, of the ten incumbent directors named in this Proxy Statement and proposed for election by you at the upcoming Annual Meeting.

The Nominating and Corporate Governance Committee regularly considers director candidates recommended by stockholders. Any recommendation submitted to the Corporate Secretary should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors, if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Corporate Secretary, United Parks & Resorts Inc., 6240 Sea Harbor Drive, Orlando, Florida 32821. All recommendations for nomination received by the Corporate Secretary that satisfy our bylaw requirements relating to such director nominations will be presented to the Nominating and Corporate Governance Committee for its consideration. Stockholders must also satisfy the notification, timeliness, consent and information requirements set forth in our bylaws. These requirements are also described under the caption “Stockholder Proposals for the 2026 Annual Meeting”.

Executive Officer s of the Company

Set forth below is certain information regarding each of our current executive officers including ages as of record date.

PROPOSAL NO. 2—RATIFICA TION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected KPMG LLP ("KPMG") to serve as our independent registered public accounting firm for 2025.

Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of KPMG to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

Representatives of KPMG are expected to be present at the Annual Meeting. They also will have the opportunity to make a statement if they desire to do so, and they are expected to be available to respond to appropriate questions.

The shares represented by your proxy will be voted for the ratification of the selection of KPMG LLP unless you specify otherwise.

Change in Auditors

KPMG served as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

On May 16, 2023, the Audit Committee approved the engagement of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 and dismissed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm. The reports of Deloitte and KPMG on the Company’s financial statements for each of the two fiscal years ended December 31, 2022 and 2023 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. In the fiscal year ended December 31, 2022 and in the subsequent interim period through May 16, 2023, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the matter in its report on the financial statements for such periods.

In the fiscal year ended December 31, 2022 and in the subsequent interim period through May 16, 2023, there were no “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K), except that, as initially reported in Part I, Item 4 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021, as filed with the SEC on November 15, 2021, the Company reported a material weakness in its internal control over financial reporting during such period due to the Company not having sufficient policies and procedures related to certain Board oversight responsibilities of Board engagement within the Company’s control environment including delegation of authority.

As reported in Part I, Item 4 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, as filed with the SEC on May 10, 2023, the Board and management continued efforts to remediate the material weakness, but as of March 31, 2023, the material weakness was not considered remediated. As a result of the material weakness, management concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2023. As reported in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on February 29, 2024, during the fourth quarter of fiscal 2023, the Company successfully completed the testing necessary to conclude that the material weakness has been remediated.

The change in independent auditors was previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2023. A copy of Deloitte’s related letter, dated May 17, 2023, was included as an exhibit to such Form 8-K filing.

During the fiscal year ended December 31, 2022 and the subsequent interim period through May 16, 2023, neither the Company nor anyone on its behalf consulted with KPMG with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

Audit and Non -Audit Fees

The following tables present fees for professional services rendered by Deloitte and KPMG for the audit of our financial statements for 2024 and 2023 and fees billed for other services rendered for those periods:

KPMG

We paid no tax fees or fees other than audit and audit-related fees to KPMG in 2024 or 2023.

Deloitte

We paid no tax fees or fees other than audit and audit-related fees to Deloitte in 2024 or 2023.

Consistent with SEC policies regarding auditor independence and the Audit Committee’s charter, the Audit Committee has responsibility for engaging, setting compensation for and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit Committee pre-approves all audit and permitted non-audit services provided by the independent registered public accounting firm prior to each engagement.

Each year, the Audit Committee approves an annual budget for such audit and permitted non-audit services and requires the independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year. The Audit Committee has authorized KPMG’s commencement of work on such permitted services within that budget, although the Chair of the Audit Committee may pre-approve any such audit and permitted non-audit services that exceed the initial budget. During the year, circumstances may arise that make it necessary to engage the independent registered public accounting firm for additional services that would exceed the initial budget. The Audit Committee has delegated the authority to the Chair of the Audit Committee to review such circumstances and to grant approval when appropriate. All such approvals are then reported by the Audit Committee Chair to the full Audit Committee at its next meeting.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024.

REPORT OF THE A UDIT COMMITTEE

The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under the discussion of “The Board of Directors and Certain Governance Matters—Committee Membership—Audit Committee.” The Audit Committee charter is available on our Investor Relations website at www.unitedparks.com/corporate-governance/governance-documents/ . Under the Audit Committee charter, our management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America, and for auditing our internal control over financial reporting and expressing an opinion on the effectiveness of our internal control over financial reporting.

In the performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission, (the “SEC”). In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence.

Based upon the review and discussions described in the preceding paragraph, our Audit Committee recommended to the Board that the audited financial statements of the Company be included in the Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC.

Submitted by the Audit Committee of the Company’s Board of Directors:

Proposal No. 3—Non-Binding V ote on Executive Compensation

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are including in these proxy materials a separate resolution subject to stockholder vote to approve, in a non-binding, advisory vote, the compensation paid to our named executive officers as disclosed on pages 34 to 56 . At the Company’s 2020 annual meeting of stockholders, our stockholders indicated their preference to hold the non-binding stockholder vote to approve the compensation of our named executive officers each year. Accordingly, the Company currently intends to hold such votes annually. The next vote to approve the compensation of our named executive officers is expected to be held at the Company’s 2026 annual meeting of stockholders. While the results of the vote are non-binding and advisory in nature, the Board intends to carefully consider the results of this vote.

The text of the resolution in respect of Proposal No. 3 is as follows:

“ RESOLVED , that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.”

In considering their vote, stockholders may wish to review with care the information on the Company’s compensation policies and decisions regarding the named executive officers presented in the Compensation Discussion and Analysis on pages 34 to 56 , as well as the discussion regarding the Compensation Committee on page 14 .

In particular, stockholders should note the following:

The Company values the opinions expressed by its stockholders, and the Compensation Committee will continue to carefully review and take into account the results of the vote when designing and considering future executive compensation arrangements.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF
THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.

Proposal No. 4—APPROVAL OF THE UNITED PARKS & rESORTS INC. 2025 OMNIBUS INCENTIVE PLAN

2025 Omnibus Incentive Plan Overview

The United Parks & Resorts Inc. 2025 Omnibus Incentive Plan (the “2025 Omnibus Incentive Plan”) was approved by the Company’s Board of Directors on April 30, 2025, subject to stockholder approval of the 2025 Omnibus Incentive Plan at the Annual Meeting. If approved, the 2025 Omnibus Incentive Plan will replace the United Parks & Resorts Inc. 2017 Omnibus Incentive Plan (the “2017 Omnibus Incentive Plan”) with respect to prospective equity award grants. Under the 2025 Omnibus Incentive Plan, the maximum number of shares of Common Stock that may be issued pursuant to equity-based awards is 6,320,680, subject to increase and adjustments as set forth in the 2025 Omnibus Incentive Plan.

The 2025 Omnibus Incentive Plan is designed to meet the following objectives:

As of April 15, 2025, approximately 629 employees, including our executive officers, all of our directors and a small number of consultants that we may engage from time to time have received grants under the 2017 Omnibus Plan and a similar number of employees, directors and consultants would be eligible to participate in the programs approved under the 2025 Omnibus Incentive Plan. The closing price of United Parks & Resorts Inc. common stock as reported on the New York Stock Exchange was $42.73 on April 15, 2025.

We are not seeking authorization for new or additional shares of our common stock available for issuance pursuant to grants made under the 2025 Omnibus Incentive Plan in excess of the number of shares of our common stock remaining available for issuance as of the date hereof pursuant to grants made under 2017 Omnibus Incentive Plan. As of April 15, 2025, 6,320,680 shares remained available for future grants under the 2017 Omnibus Incentive Plan, and pursuant to the 2025 Omnibus Incentive Plan no further awards will be made under the 2017 Omnibus Incentive Plan (although awards made under the 2017 Omnibus Incentive Plan prior to the date of stockholder approval will remain outstanding in accordance with their terms and those of the 2017 Omnibus Incentive Plan). Similarly, when we sought stockholder approval of the 2017 Omnibus Incentive Plan, we did not seek authorization for new or additional shares of common stock.

Like the 2017 Omnibus Incentive Plan, the 2025 Omnibus Incentive Plan includes a limit on the amount of compensation that can be paid to a non-employee director during any fiscal year of the Company. Stockholders are being asked to separately approve the director compensation limit included in the 2025 Omnibus Plan. See Proposal No. 5—Approval of Director Compensation Limit in the 2025 Omnibus Plan , below. The vote to approve this Omnibus Plan Proposal is separate from the vote to approve the Director Compensation Limit Proposal. Separate approval of the Director Compensation Limit Proposal is being sought from a majority of “disinterested” stockholders under Delaware law. We believe bifurcating the Omnibus Plan Proposal and the Director Compensation Limit Proposal gives stockholders who are neither members of the Board nor affiliated with Hill Path a voice in determining how we will compensate our directors for their service. However, if the Omnibus Plan Proposal is approved but the Director Compensation Limit Proposal is not approved, the Director Compensation Limit (as defined below) set forth in the 2025 Omnibus Plan, as described in this Proposal No. 4 and in the Director Compensation Limit Proposal, will become effective.

Awards Granted under the 2025 Omnibus Incentive Plan

No awards made under the 2025 Omnibus Incentive Plan prior to the date of the Annual Meeting were granted subject to stockholder approval of this proposal. The number and types of awards that will be granted under the 2025 Omnibus Incentive Plan will be made at the discretion of the “Committee” (as defined below) and, accordingly, are not yet determinable. Consequently, at this time, it is not possible to determine the future amounts that might be received by participants receiving discretionary grants under the 2025 Omnibus Incentive Plan.

As of the Record Date, the following equity awards were outstanding or available to grant under the 2017 Omnibus Incentive Plan:

Best Practices Integrated into the 2025 Omnibus Incentive Plan

We follow key executive compensation practices that promote good governance and serve the interests of our stockholders, as summarized below:

What We Do:

What We Do Not Do:

The following is a brief description of the material features of the 2025 Omnibus Incentive Plan. This description, including the information provided above, is qualified in its entirety by reference to the full text of the 2025 Omnibus Incentive Plan, a copy of which is attached to this Proxy Statement as Annex A.

Administration. The 2025 Omnibus Incentive Plan is administered by the Compensation Committee of our Board of Directors or any properly delegated subcommittee thereof, or if no such committee or subcommittee thereof exists, the Board of Directors, or at the election of the Board, the Board (as applicable, the “Committee”). The Committee has the sole and plenary authority to establish the terms and conditions of any award consistent with the provisions of the 2025 Omnibus Incentive Plan. The Committee is authorized to accelerate the vesting of any awards in the event of a termination; interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the 2025 Omnibus Incentive Plan and any instrument or agreement relating to, or any award granted under, the 2025 Omnibus Incentive Plan; establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee deems appropriate for the proper administration of the 2025 Omnibus Incentive Plan; adopt sub-plans; and to make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the 2025 Omnibus Incentive Plan. Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it in accordance with the terms of the 2025 Omnibus Incentive Plan. Any such allocation or delegation may be revoked by the Committee at any time. Unless otherwise expressly provided in the 2025 Omnibus Incentive Plan, all designations, determinations, interpretations, and other decisions under or with respect to the 2025 Omnibus Incentive Plan or any award or any documents evidencing awards granted pursuant to the 2025 Omnibus Incentive Plan are within the sole discretion of the Committee, may be made at any time and are final, conclusive and binding upon all persons or entities, including, without limitation, us, any holder or beneficiary of any award, and any of our stockholders.

Shares Subject to the 2025 Omnibus Incentive Plan. The 2025 Omnibus Incentive Plan provides that the total number of shares of common stock that may be issued under the 2025 Omnibus Incentive Plan is 6,320,680 plus the number of shares of common stock underlying any award granted under the 2017 Omnibus Incentive Plan that expires, terminates or is canceled or forfeited for any reason whatsoever under the terms of the 2017 Omnibus Incentive Plan. Of this amount, the maximum number of shares for which incentive stock options may be granted is 6,320,680. The maximum number of shares of common stock granted during a single fiscal year to any non-employee director (calculated based on the grant date fair value of the award for financial reporting purposes), taken together with any cash fees paid to such non-employee director during the fiscal year, shall not exceed $3,000,000 in total value, unless 75% of the disinterested members of the Board approve compensation for a director in excess of $3,000,000. Except for substitute awards (as described below), in the event any award expires or is canceled, forfeited, or terminated, without issuance to the participant, the unissued shares may be granted again under the 2025 Omnibus Incentive Plan. Shares shall be deemed to have been issued in settlement of awards if the award is paid in cash, unless the shares are issued in settlement of a stock appreciation right or a restricted stock unit that only provides for cash settlement or in respect of any cash-based incentive award. In no event will shares (i) tendered or withheld for the payment of the exercise price or withholding taxes, (ii) not issued upon the settlement of a stock appreciation right that settles (or could settle) in shares of common stock or (iii) shares purchased on the open market with cash proceeds from the exercise of options again become available for other awards under the 2025 Omnibus Incentive Plan. Awards may,

in the sole discretion of the Committee, be granted in assumption of, or in substitution for, outstanding awards previously granted by an entity directly or indirectly acquired by us or with which we combine (referred to as “substitute awards”), and such substitute awards shall not be counted against the total number of shares that may be issued under the 2025 Omnibus Incentive Plan, except that substitute awards intended to qualify as “incentive stock options” shall count against the limit on incentive stock options described above. No award may be granted under the 2025 Omnibus Incentive Plan after the tenth anniversary of the effective date (as defined therein), but awards theretofore granted may extend beyond that date.

Grants. All awards granted under the 2025 Omnibus Incentive Plan will vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the Committee, including, without limitation, attainment of Performance Criteria. As used herein, “Performance Criteria” means specific levels of performance of the Company (and/or one or more members of its subsidiaries, divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing), which may be determined in accordance with GAAP or on a non-GAAP basis on, without limitation, the following measures: (i) net earnings or net income (before or after taxes) or consolidated net income; (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (vii) cash flow measures (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital), which may but are not required to be measured on a per share basis; (viii) actual or adjusted earnings before or after interest, taxes, depreciation and/or amortization (including EBIT and EBITDA); (ix) EBITDA margins; (x) gross or net operating margins; (xi) productivity ratios; (xii) share price (including, but not limited to, growth measures and total stockholder return); (xiii) expense targets or cost reduction goals, general and administrative expense savings; (xiv) operating efficiency; (xv) objective measures of customer/client satisfaction; (xvi) working capital targets; (xvii) measures of economic value added or other ‘value creation’ metrics; (xviii) inventory control; (xix) enterprise value; (xx) sales; (xxi) stockholder return; (xxii) customer/client retention; (xxiii) competitive market metrics; (xxiv) employee retention; (xxv) timely completion of new product rollouts; (xxvi) timely launch of new facilities; (xxvii) measurements related to a new purchasing “co-op”; (xxviii) objective measures of personal targets, goals or completion of projects (including but not limited to succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations or other corporate transactions or capital-raising transactions, expansions of specific business operations and meeting divisional or project budgets); (xxix) system-wide revenues; (xxx) royalty income; (xxxi) comparisons of continuing operations to other operations; (xxxii) market share; (xxxiii) cost of capital, debt leverage year-end cash position or book value; (xxxiv) strategic objectives, development of new product lines and related revenue, sales and margin targets, franchisee growth and retention, menu design and growth, co-branding or international operations; (xxxv) improvement in employee engagement as measured by an annual or quarterly survey; or (xxxvi) any combination of the foregoing. Any one or more of the Performance Criteria may be stated as a percentage of another Performance Criteria, or used on an absolute or relative basis to measure the performance of the Company and/or its subsidiaries as a whole or any divisions or operational and/or business units, product lines, brands, business segments or administrative departments of the Company and/or one or more of its subsidiaries or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices.

Options. The Committee may grant non-qualified stock options and incentive stock options, under the 2025 Omnibus Incentive Plan, with terms and conditions determined by the Committee that are not inconsistent with the 2025 Omnibus Incentive Plan; provided that all stock options granted under the 2025 Omnibus Incentive Plan are required to have a per share exercise price that is not less than 100% of the fair market value of our common stock underlying such stock options on the date an option is granted (other than in the case of options that are substitute awards), and all stock options that are intended to qualify as incentive stock options must be granted pursuant to an award agreement expressly stating that the option is intended to qualify as an incentive stock option, and will be subject to the terms and conditions that comply with the rules as may be prescribed by Section 422 of the Code. The maximum term for stock options granted under the 2025 Omnibus Incentive Plan will be ten years from the initial date of grant, or with respect to any stock options intended to qualify as incentive stock options, such shorter period as prescribed by Section 422 of the Code. However, if a non-qualified stock option would expire at a time when trading of shares of common stock is prohibited by the Company’s insider trading policy (or Company-imposed “blackout period”), the term will automatically be extended to the 30th day following the end of such period. The purchase price for the shares as to which a stock option is exercised may be paid to us, to the extent permitted by law (i) in cash or its equivalent at the time the stock option is exercised, (ii) in shares having a fair market value equal to the aggregate exercise price for the shares being purchased and satisfying any requirements that may be imposed by the Committee, or (iii) by such other method as the Committee may permit in its sole discretion, including without limitation (A) in other property having a fair market value on the date of exercise equal to the purchase price; (B) if there is a public market for the shares at such time, through the delivery of irrevocable instructions to a broker to sell the shares being acquired upon the exercise of the stock option and to deliver to us the amount of the proceeds of such sale equal to the aggregate exercise price for the shares being purchased; or (C) through a “net exercise” procedure effected by withholding the minimum number of shares needed to pay the exercise price. Any fractional shares of common stock will be settled in cash.

Stock Appreciation Rights. The Committee may grant stock appreciation rights, with terms and conditions determined by the Committee that are not inconsistent with the 2025 Omnibus Incentive Plan. Generally, each stock appreciation right will entitle the participant upon exercise to an amount (in cash, shares or a combination of cash and shares, as determined by the Committee) equal to the product of (i) the excess of (A) the fair market value on the exercise date of one share of common stock, over (B) the strike price per share, times (ii) the number of shares of common stock covered by the stock appreciation right. The strike price per share of a stock appreciation right will be determined by the Committee at the time of grant but in no event may such amount be less than the fair market value of a share of common stock on the date the stock appreciation right is granted (other than in the case of stock appreciation rights granted in substitution of previously granted awards).

Restricted Shares and Restricted Stock Units. The Committee may grant restricted shares of our common stock or restricted stock units, representing the right to receive, upon the expiration of the applicable restricted period, one share of common stock for each restricted stock unit, or, in its sole discretion of the Committee, the cash value thereof (or any combination thereof). As to restricted shares of our common stock, subject to the other provisions of the 2025 Omnibus Incentive Plan, the holder will generally have the rights and privileges of a stockholder as to such restricted shares of common stock, including without limitation the right to vote such restricted shares of common stock (except, that no dividends will be payable on any restricted shares of common stock on which the applicable restrictions have not lapsed, and any such dividends will be held by the Company and delivered without interest to the holder of such shares when the restrictions on such shares lapse). A holder will have no rights or privileges as a stockholder as to restricted stock units. To the extent provided in the applicable award agreement or otherwise, the holder of outstanding restricted stock units will be entitled to be credited with dividend equivalent payments (upon the payment by us of dividends on shares of common stock) either in cash or, at the sole discretion of the Committee, in shares of common stock or restricted stock units having a value equal to the amount of such dividends, which will be payable (without interest) at the same time as the underlying restricted stock units are settled following the date on which the restricted period lapses with respect to such restricted stock units, and in no event will such dividend equivalents be payable on any prior date.

Other Equity-Based Awards and Other Cash-Based Awards. The Committee may grant other equity-based awards, under the 2025 Omnibus Incentive Plan, including performance-based awards.

Effect of Certain Events on 2025 Omnibus Incentive Plan and Awards. In the event of (i) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of common stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of our shares of common stock or other securities, issuance of warrants or other rights to acquire our shares of common stock or other securities, or other similar corporate transaction or event that affects the shares of common stock (including a change in control), or (ii) unusual or nonrecurring events affecting us including changes in applicable rules, rulings, regulations or other requirements, that the Committee determines, in its sole discretion, could result in substantial dilution or enlargement of the rights intended to be granted to, or available for, participants, the Committee shall in respect of any such adjustment event, make such proportionate substitution or adjustment, if any as it deems equitable, including, without limitation, to any or all of: (A) the share limits applicable under the 2025 Omnibus Incentive Plan with respect to the number of awards which may be granted hereunder, (B) the number of our shares of common stock or other securities which may be issued in respect of awards or with respect to which awards may be granted under the 2025 Omnibus Incentive Plan or any sub-plan and (C) the terms of any outstanding award, including, without limitation, (I) the number of shares of common stock subject to outstanding awards or to which outstanding awards relate, (II) the exercise price or strike price with respect to any award or (III) any applicable performance measures. In connection with any change of control, except as otherwise provided in an award agreement, the Committee may, in its sole discretion provide for (i) a substitution or assumption of awards, or to the extent the surviving entity (or affiliate thereof) of such change in control does not substitute or assume the awards, accelerating the exercisability of, or lapse of restrictions on, as applicable, any awards; provided that with respect to any performance-vested awards (including performance compensation awards), any such acceleration, exercisability, or lapse of restrictions must be based on actual performance through the date of such change in control; and (ii) cancelation of any one or more outstanding awards and causing to be paid to the holders of such vested awards that are vested as of such cancellation (including, without limitation, any awards that would vest as a result of the occurrence of such event but for such cancellation or for which vesting is accelerated by the Committee in connection with such event pursuant to the limitations above) the value of such awards, if any, as determined by the Committee (which value, if applicable, may be based upon the price per share of common stock received or to be received by other stockholders of the Company in such event), including without limitation, in the case of options and stock appreciation rights, a cash payment equal to the excess, if any, of the fair market value of the shares of common stock subject to the option or stock appreciation right over the aggregate exercise price thereof. For the avoidance of doubt, the Committee may cancel any stock option or stock appreciation right for no consideration if the fair market value of the shares subject to such option or stock appreciation right is less than or equal to the aggregate exercise price or strike price of such stock option or stock appreciation right.

Nontransferability of Awards. An award will not be transferable or assignable by a participant (unless such transfer is specifically required pursuant to a domestic relations order or by applicable law) otherwise than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance will be void and unenforceable against us or any affiliate. However, the Committee may, in its sole discretion, permit awards (other than incentive stock options) to be transferred, including transfer to a participant’s family members, any trust established solely for the benefit of participant or such participant’s family members, any partnership or limited liability company of which participant, or participant and participant’s family members, are the sole member(s), and a beneficiary to whom donations are eligible to be treated as “charitable contributions” for tax purposes.

Amendment and Termination. The Board of Directors may amend, alter, suspend, discontinue, or terminate the 2025 Omnibus Incentive Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuance or termination may be made without stockholder approval if (i) such approval is necessary to comply with any regulatory requirement applicable to the 2025 Omnibus Incentive Plan or for changes in GAAP to new accounting standards, (ii) it would materially increase the number of securities which may be issued under the 2025 Omnibus Incentive Plan (except for adjustments in connection with certain corporate events), or (iii) it would materially modify the requirements for participation in the 2025 Omnibus Incentive Plan; provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any participant or any holder or beneficiary of any award shall not to that extent be effective without such individual’s consent. The Committee may also, to the extent consistent with the terms and applicable limitations of the 2025 Omnibus Incentive Plan and any applicable award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any award granted or the associated award agreement, prospectively or retroactively, subject to the consent of the affected Participant if any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination would materially and adversely affect the rights of any Participant with respect to such award; provided, further, notwithstanding anything in the 2025 Omnibus Incentive Plan to the contrary that without stockholder approval, except as otherwise permitted in the 2025 Omnibus Incentive Plan, (i) no amendment or modification may reduce the exercise price of any option or the strike price of any stock appreciation right, (ii) the Committee may not cancel any outstanding option or stock appreciation right and replace it with a new option or stock appreciation right (with a lower exercise price or strike price, as the case may be) or other award or cash payment that is greater than the intrinsic value (if any) of the cancelled option or stock appreciation right and (iii) the Committee may not take any other action which is considered a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which our securities are listed or quoted.

Dividends and Dividend Equivalents. The Committee may, in its sole discretion, provide part of an award with dividends, dividend equivalents, or similar payments (in each case, without interest) in respect of awards on such terms and conditions as may be determined by the Committee in its sole discretion; provided, that no dividend equivalents or other similar payments shall be payable in respect of outstanding (i) options or stock appreciation rights or (ii) unvested awards (although dividend equivalents or other similar payments may be accumulated in respect of such unvested awards and paid within 15 days after such awards are earned and become earned, payable or distributable).

Clawback/Repayment. All awards are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback, forfeiture or other similar policy adopted by the Board of Directors or the Committee and (ii) applicable law, including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Exchange Act, Section 304 of the Sarbanes Oxley Act of 2002, and the New York Stock Exchange Listed Company Manual. Further, to the extent the participant receives any amount in excess of what the participant should have received under the terms of the award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), then the participant shall be required to repay any such excess amount to us.

Detrimental Activity . In the event a participant engages in “detrimental activity” the Committee may in its sole discretion cancel any of the participant’s outstanding awards or provide for forfeiture and repayment to us on any gain realized on the vesting or exercise of awards held by the participant.

Right of Offset . The Company may offset amounts due by a participant (as well as any amounts the Committee deems appropriate pursuant to any tax equalization policy or agreement) against its obligation to deliver shares of common stock (or other property or cash) under the 2025 Omnibus Incentive Plan, subject to compliance with Section 409A of the Code, so as not to subject the participant to adverse tax consequences.

Future Awards

Since the determination of whether awards will be made and, if awards are made, the selection of plan participants and the key terms of awards, including performance targets, performance periods and performance measures are established each year in the discretion the Compensation Committee of the Board of Directors it cannot be determined at this time what amounts, if any, will be paid in the future.

Equity Compensation Plan Information

The following table provides information about the 2017 Omnibus Incentive Plan as of December 31, 2024:

Registration with the SEC

If the Omnibus Plan Proposal described in this Proposal Item 4 is approved by stockholders, the Company will file a post-effective amendment to our existing Registration Statement on Form S-8 with respect to the shares of the Company’s common stock to be issued pursuant to the 2025 Omnibus Incentive Plan, as soon as reasonably practicable following stockholder approval.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL TO APPROVE THE UNITED PARKS & RESORTS INC. 2025 OMNIBUS INCENTIVE PLAN.

Proposal No. 5—APPROVAL OF THE DIRECTOR COMPENSATION LIMIT SET FORTH IN THE UNITED PARKS & rESORTS INC. 2025 OMNIBUS INCENTIVE PLAN

The United Parks & Resorts Inc. 2025 Omnibus Incentive Plan includes a limit on the value of equity awards and cash that may be paid to a member of the Board in any fiscal year. Specifically, the 2025 Omnibus Plan provides that the maximum number of shares of common stock granted during a single fiscal year to any non-employee director (based on the grant date fair value of the award for financial reporting purposes), taken together with any cash fees paid to such non-employee director during the fiscal year, shall not exceed $3,000,000 in total value, unless 75% of the disinterested members of the Board approve compensation for a director in excess of $3,000,000 (the “Director Compensation Limit”). The Director Compensation Limit is an increase from the limit of $1,000,000 set forth in our 2017 Omnibus Incentive Plan.

This Proposal No. 5 seeks stockholder approval of the Director Compensation Limit. Although stockholder approval of the Director Compensation Limit is not required under the stockholder approval requirements of the New York Stock Exchange, the exchange on which shares of our common stock are traded, we are asking our stockholders to approve the Director Compensation Limit because we believe seeking a stockholder-approved limit on the amount of cash and equity-based compensation that can be paid to a non-employee director of the Company in a fiscal year reflects corporate governance best practice. Stockholder approval of an aggregate limit on non-employee director compensation also provides guidance to the Board as to the appropriate parameters within which director compensation can be set. The vote to approve the Omnibus Plan Proposal has no effect on the vote to approve this Director Compensation Limit Proposal.

We have a very active and involved Board. Members of our Board contribute significantly to our business and their service on the Board requires them to devote a significant amount of their business time and attention. During 2024, for example, the Board held 12 meetings, and together with Board committees, held 41 meetings. This includes: (i) nine Audit Committee meetings; (ii) four Nominating and Corporate Governance Committee meetings; (iii) seven Compensation Committee meetings; and nine meetings held by other committees. During 2023, the Board held 23 meetings, and together with Board committees, held 60 meetings. This includes: (i) 16 Audit Committee meetings; (ii) two Nominating and Corporate Governance Committee meetings; (iii) six Compensation Committee meetings; and 13 meetings held by other committees. In addition, Board members devote significant amounts of time to ad hoc meetings and working sessions with management and other Board members and also provide ongoing support to management in areas of each Board member’s expertise.

The Company believes that the number of Board and committee meetings held over the course of 2023 and 2024, along with the additional contributions noted above, result in members of our Board committing significantly more time to their Board responsibilities than do board members at most other similar public companies. Because we hold a significantly greater number of Board and committee meetings each year, and our Board members are also engaged in ad hoc meetings, working sessions and providing ongoing support to management, our directors devote significantly more time to the discharge of their duties. Accordingly, we believe it is appropriate for us to have flexibility in structuring compensation arrangements to attract, motivate and retain qualified individuals to serve on the Board and its committees.

We are therefore seeking Disinterested Stockholder Approval of the Director Compensation Limit. The Director Compensation Limit Proposal requires the approval by the holders of a majority of the shares of our common stock outstanding and entitled to vote as of the Record Date, other than any such shares beneficially owned by any director of the Company and their affiliates. These excluded shares will not be included in the numerator or denominator for purposes of determining whether approval for the Director Compensation Limit Proposal has been obtained.

Stockholder approval of the Director Compensation Limit Proposal is not required under the stockholder approval requirements of the New York Stock Exchange, the exchange on which shares of our common stock are traded. If disinterested stockholder approval is not obtained for this Proposal No. 5, but stockholder approval of the Omnibus Plan Proposal is obtained, the Director Compensation Limit as set forth in the 2025 Omnibus Plan will apply to our non-employee directors. However, our Board and Compensation Committee will consider the outcome of this vote in making future decisions about the limit on compensation for our non-employee directors.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL TO APPROVE DIRECTOR COMPENSATION LIMIT.

Report of the Compensation Committee

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement relating to our 2025 Annual Meeting of Stockholders.

Submitted by the Compensation Committee of the Board of Directors:

Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our compensation strategy, philosophy, policies, programs, and practices for our Named Executive Officers, or NEOs, and the executive positions they held in 2024 as set forth below:

2024 Business Highlights (in millions except per share and per capita amounts)

2024 was another fiscal year of strong financial results including record Total revenue per capita. The following highlights our 2024 financial performance:

In addition to our core financial metrics, we maintained our focus on stockholder value and have performed in line with relevant U.S. equity markets on a five-year basis:

Also, in 2024, our rescue teams came to the aid of 630 animals in need in the wild bringing the total number of animals we have helped over our history to more than 41,000.

2024 Say-On-Pay Vote and Stockholder Outreach

Stockholders voted 99.1% in support of our executive compensation programs at the 2024 stockholder meeting (excluding abstained and broker non-votes). Even though the results of the 2024 advisory Say-On-Pay vote were overwhelmingly positive, we continued to reach out to our stockholders to engage and gather feedback. We reached out to 20 of our largest stockholders representing almost 90% of our outstanding shares and had discussions with seven stockholders representing over 60% of our outstanding shares (including three of the top 10 holders of our stock).

Below, we include more detail on specific areas where we believe, based on our engagement process, shareholders may be interested in more information and background.

Additional disclosure on compensation risk:

Annual bonus design with no maximum payout levels:

Certain executive annual bonus plans include a maximum payout set at 150% to 200% of target with accompanying performance that typically represents 10% to 15% over target financial performance levels. Our plan pays an additional 0.5% of target for every $1M of additional Adjusted EBITDA above target. To achieve a payout of 150% of target, our Adjusted EBITDA would need to be $100M or 11.1% above our challenging 2024 target. To achieve a payout of 200% of target, our Adjusted EBITDA would be $200M or 22.2% above target.

Use of time-based equity awards and alignment with the Company’s compensation philosophy:

Our Compensation Policies and Practices at a Glance

Our Total Rewards Philosophy and Key Rewards Principles

We believe we must provide total rewards that will attract, retain and motivate an outstanding executive team to achieve our challenging business goals and create value for our stockholders. To accomplish this, our compensation program is designed to support the following key reward principles:

2024 Compensation Elements and Mix

Elements of 2024 Compensation

Our compensation program is made up of the following three direct compensation elements:

Our 2024 Mix of Target Compensation

Our compensation is structured to meet the following key objectives for our NEOs and other key executives:

The following chart illustrates our 2024 targeted compensation mix and structure for our NEOs on average. The chart is based on the NEOs who were employed by us and in their positions with the Company on December 31, 2024:

Compensation Determination Process

Role of the Compensation Committee, Management and Consultant

Development of Peer Companies

Annually, the Compensation Committee directs Haigh to develop a comparable group of companies engaged in the same or similar industries as our Company. Due to the limited number of “pure leisure facilities” public companies, our Compensation Committee determined that it was appropriate to also include other companies in the compensation peer group that are in the entertainment, restaurant and hospitality industries and compete with us for executive talent. The peer companies are selected based on a combination of factors including industry, market capitalization, enterprise value, revenue and number of employees. No specific weighting is applied to any of these selection factors.

Generally, the Compensation Committee uses peer company data provided by Haigh to guide its review of the total compensation of our executive officers and non-employee directors and generally reviews the compensation data of our peer companies and industry to understand market competitive compensation levels and practices. The Compensation Committee focuses to ensure that our executive compensation program is competitive on a total compensation basis. However, no specific competitive level is targeted by the Compensation Committee based on this review.

The Compensation Committee approved the following 12 companies as our peer group for 2024 based on analysis and recommendations by Haigh. There were two changes versus the 2023 peer group:

2024 Compensation Design and Decisions

Base Salaries

Our philosophy is to pay base salaries that reflect each executive’s performance, experience and scope of responsibilities and provide levels of pay competitive with our industry practices for similar roles. Base salaries are reviewed periodically for potential adjustments typically based upon promotion and/or change in job responsibilities.

2024 Annual Bonus, Performance Objectives and Performance Results

Target Opportunity for Our NEOs

Annual incentive awards are a key component of our total compensation program. Typically, these incentives are available to all of our salaried exempt employees including our named executive officers and are based on financial and non-financial metrics typically established in the first quarter of the year and communicated to annual incentive program participants. At the beginning of the performance period, 50% of the total target bonus potential is denominated as cash while the remaining 50% is denominated as stock, with the number of shares granted at the beginning of the performance period based on the Company’s stock price on the date of grant. The stock portion of our annual incentive program vest subject to performance and are settled in shares of our common stock following the performance period.

The following illustrates the 2024 target bonus opportunity for our NEOs.

2024 Annual Bonus Performance Targets, Weighting and Results & Calculation of 2024 Annual Bonus Awards as a Percent of Target

Our 2024 financial and non-financial objectives, weightings, actual results and weighted payouts by performance objective as a percent of target are shown in the table below:

CUSTOM DEPARTMENT PLAN (Swanson):

CUSTOM DEPARTMENT PLAN (Forrester):

CUSTOM DEPARTMENT PLAN (Finazzo):