Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 11, 2022, Elizabeth Castro Gulacsy, Chief Financial Officer and Treasurer of SeaWorld Entertainment, Inc. (the "Company" or "SeaWorld"), notified the Company of her intention to retire from her current positions at SeaWorld in order to move on to the next chapter of her career effective December 31, 2022 or upon the appointment of her successor, if earlier. The Company has retained a nationally recognized recruiting firm to conduct a search for Ms. Gulacsy's replacement.

In connection with Ms. Gulacsy's departure, on May 11, 2022, the Compensation Committee (the "Compensation Committee") of the Board of Directors of the Company approved a letter agreement (the "Letter Agreement") between Ms. Gulacsy and the Company. Pursuant to the terms of the Letter Agreement, Ms. Gulacsy has agreed that she will step down from her current positions at the Company effective immediately prior to the date the Company appoints her successor or December 31, 2022, whichever date is earlier (the "Triggering Date"). Following the Triggering Date, Ms. Gulacsy will remain employed by the Company for a minimum period of three months or the next fiscal quarter-end filing date (whichever is later) (the "Separation Date"). During the period from May 11, 2022 until the Separation Date (the "Transition Period"), Ms. Gulacsy will (1) continue to be paid by the Company at her current base salary rate, (2) continue to participate in the Company's long-term and short-term incentive programs and Company benefit plans to the same extent she currently participates and (3) continue to vest in any outstanding equity awards granted under the Company's 2017 Omnibus Incentive Plan (the "Plan") that are scheduled to vest during the Transition Period.

Further, Ms. Gulacsy has agreed that she will remain available for consultation with the Company from the Separation Date through March 31, 2023 or such later date as may be mutually agreed (such period, the "Consulting Period"). During the Consulting Period, Ms. Gulacsy will (1) continue to be paid by the Company at the monthly equivalent of her current base salary rate and (2) continue to vest in any outstanding equity awards granted under the Plan that are scheduled to vest during the Consulting Period.

In the event the Company terminates Ms. Gulacsy's employment or services without cause prior to March 31, 2023, Ms. Gulacsy will, subject to the execution of a release, (1) continue to receive her current base salary rate through March 31, 2023 and (2) vest with respect to any outstanding equity awards scheduled to vest in the ordinary course through March 31, 2023.

Item 7.01 Regulation FD Disclosure.

A press release announcing the Chief Financial Officer transition is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

Item 8.01 Other Events.

On May 11, 2022, the Company issued a press release announcing that its Board of Directors approved a $250.0 million share repurchase program. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.


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Item 9.01Financial Statements and Exhibits.



(d)Exhibits

Exhibit No.   Description

99.1            Press release dated May 11, 2022 announcing the CFO transition
99.2            Press release dated May 11, 2022 announcing the Share Repurchase
              Program
104           Cover page interactive data filed (embedded within the Inline XBRL
              document).

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