STOCK TITAN

Marcus Corp (NYSE: MCS) legal chief exercises stock options

(Neutral)
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

MARCUS CORP (MCS) reported that Sr Exec VP, Gen Counsel & Secy Thomas F. Kissinger executed a series of option exercises and related share withholdings on August 3, 2026. He exercised stock options for 24,400 shares at $27.00, 39,000 shares at $28.88, and 47,100 shares at $21.84 per share, receiving the same number of common shares in each case through net exercises. To pay the exercise price and tax withholding, the company withheld 22,499, 37,167, and 38,708 shares, respectively, using the $30.69 August 3, 2026 closing price. After these transactions, he continued to hold stock options on 17,000, 23,400, and 14,150 underlying shares, and indirectly held 547 common shares through a plan.

Positive

  • None.

Negative

  • None.
Insider KISSINGER THOMAS F
Role Sr Exec VP, Gen Counsel & Secy
Type Security Shares Price Value
Exercise Stock Option (right to buy) (granted 2/27/18) F6 24,400 $0.00 $0.00
Exercise Stock Option (right to buy) (granted 2/25/20) F6 39,000 $0.00 $0.00
Exercise Stock Option (right to buy) (granted 3/9/21 F6 47,100 $0.00 $0.00
Exercise Common Stock 24,400 $27.00 $659K
Exercise Price or Tax Liability Common Stock F1 22,499 $30.69 $690K
Exercise Common Stock 39,000 $28.88 $1.13M
Exercise Price or Tax Liability Common Stock F2 37,167 $30.69 $1.14M
Exercise Common Stock 47,100 $21.84 $1.03M
Exercise Price or Tax Liability Common Stock F3 38,708 $30.69 $1.19M
holding Stock Option (right to buy) (granted 2/28/17) F5 -- -- --
holding Stock Option (right to buy) (granted 2/26/19) F5 -- -- --
holding Stock Option (right to buy) (granted 3/7/23) F6 -- -- --
holding Common Stock F4 -- -- --
Holdings After Transaction: Stock Option (right to buy) (granted 2/27/18) — 0 shares (Direct); Stock Option (right to buy) (granted 2/25/20) — 0 shares (Direct); Stock Option (right to buy) (granted 3/9/21 — 0 shares (Direct); Common Stock — 224,042 shares (Direct); Stock Option (right to buy) (granted 2/28/17) — 17,000 shares (Direct); Stock Option (right to buy) (granted 2/26/19) — 23,400 shares (Direct); Stock Option (right to buy) (granted 3/7/23) — 14,150 shares (Direct); Common Stock — 547 shares (Indirect, By Plan)
Footnotes (6)
  1. F1. Represents a net exercise of outstanding options. The reporting person received 24,400 shares of common stock on net exercise of options to purchase 24,400 shares of common stock. The Company withheld 22,499 shares of common stock underlying the option for payment of the exercise price and tax withholding, using the closing stock price on August 3, 2026 of $30.69, pursuant to the terms of the Marcus Corporation 2004 Equity and Incentive Awards Plan.
  2. F2. Represents a net exercise of outstanding options. The reporting person received 39,000 shares of common stock on net exercise of options to purchase 39,000 shares of common stock. The Company withheld 37,167 shares of common stock underlying the option for payment of the exercise price and tax withholding, using the closing stock price on August 3, 2026 of $30.69, pursuant to the terms of the Marcus Corporation 2004 Equity and Incentive Awards Plan.
  3. F3. Represents a net exercise of outstanding options. The reporting person received 47,100 shares of common stock on net exercise of options to purchase 47,100 shares of common stock. The Company withheld 38,708 shares of common stock underlying the option for payment of the exercise price and tax withholding, using the closing stock price on August 3, 2026 of $30.69, pursuant to the terms of the Marcus Corporation 2004 Equity and Incentive Awards Plan.
  4. F4. By Dividend Reinvestment and Associate Stock Purchase Plan.
  5. F5. The options originally granted vest and become exercisable as follows: 50% after 2nd anniversary of the date of grant; 75% after 3rd anniversary; and 100% after 4 years.
  6. F6. The options originally granted vest and become exercisable as follows: 40% after 2nd anniversary of the date of grant; 60% after 3rd anniversary; 80% after 4th anniversary; and 100% after 5 years.
Options exercised (grant 2/27/18) 24,400 shares at $27.00 Stock options exercised into common stock on 2026-08-03
Options exercised (grant 2/25/20) 39,000 shares at $28.88 Stock options exercised into common stock on 2026-08-03
Options exercised (grant 3/9/21) 47,100 shares at $21.84 Stock options exercised into common stock on 2026-08-03
Shares withheld for price/taxes (F1) 22,499 shares at $30.69 Common shares withheld to pay exercise price and tax withholding
Shares withheld for price/taxes (F2) 37,167 shares at $30.69 Common shares withheld to pay exercise price and tax withholding
Shares withheld for price/taxes (F3) 38,708 shares at $30.69 Common shares withheld to pay exercise price and tax withholding
Remaining option position (2/28/17 grant) 17,000 underlying shares at $31.20 Unexercised stock options expiring 2027-02-28
Indirect plan holdings 547 shares Common stock held indirectly by plan participation
net exercise financial
"Represents a net exercise of outstanding options."
A net exercise is a way to convert stock options into shares without paying cash up front: instead of handing over money to buy the optioned shares, the holder receives only the number of shares equal to the option’s value after the company withholds a portion of shares to cover the exercise price and taxes. It matters to investors because it changes how many new shares are issued, affects dilution of existing shareholders, and alters company cash flow compared with a cash exercise.
exercise price financial
"underlying the option for payment of the exercise price and tax withholding"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
Dividend Reinvestment and Associate Stock Purchase Plan financial
"By Dividend Reinvestment and Associate Stock Purchase Plan."
withheld financial
"The Company withheld 22,499 shares of common stock underlying the option"
Stock Option (right to buy) financial
"Stock Option (right to buy) (granted 2/28/17)"

FAQ

What did insider Thomas F. Kissinger do in this Form 4/A for MCS?

Thomas F. Kissinger exercised three stock option grants on August 3, 2026, receiving 24,400, 39,000, and 47,100 Marcus Corp common shares via net exercises. The company withheld shares to cover exercise prices and tax withholding at a $30.69 closing price.

How many Marcus Corp (MCS) options did Thomas F. Kissinger exercise and at what strike prices?

He exercised options over 24,400 shares at $27.00, 39,000 shares at $28.88, and 47,100 shares at $21.84 per share. Each exercise produced the same number of common shares through net settlement with some shares withheld for costs.

How many MCS shares were withheld to pay option exercise price and taxes?

Marcus Corp withheld 22,499, 37,167, and 38,708 common shares from the three exercises. These withholdings covered the exercise price and tax obligations using the $30.69 closing stock price on August 3, 2026, under the 2004 Equity and Incentive Awards Plan.

What option positions does Thomas F. Kissinger still hold in MCS after these transactions?

He still holds stock options on 17,000 shares at $31.20 (expiring 2027-02-28), 23,400 shares at $41.90 (expiring 2029-02-26), and 14,150 shares at $15.99 (expiring 2033-03-07), all exercisable into Marcus Corp common stock.

Does Thomas F. Kissinger hold any indirect Marcus Corp (MCS) shares?

Yes. He indirectly holds 547 Marcus Corp common shares through a "By Plan" account. A footnote explains this is via a Dividend Reinvestment and Associate Stock Purchase Plan, indicating these are plan-based holdings rather than directly registered shares.

Were the MCS option exercises reported as part of a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as affirmative, indicating the reported transactions were not affirmatively identified as made under a Rule 10b5-1 trading plan. The footnotes describe mechanics of net exercises and withholdings, but not any trading plan.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
KISSINGER THOMAS F

(Last)(First)(Middle)
THE MARCUS CORPORATION
111 EAST KILBOURN AVENUE, SUITE 1200

(Street)
MILWAUKEE WISCONSIN 53202

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
MARCUS CORP [ MCS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Sr Exec VP, Gen Counsel & Secy
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)
08/05/2026
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock08/03/2026M24,400A$27236,316D
Common Stock08/03/2026F(1)22,499D$30.69213,817D
Common Stock08/03/2026M39,000A$28.88252,817D
Common Stock08/03/2026F(2)37,167D$30.69215,650D
Common Stock08/03/2026M47,100A$21.84262,750D
Common Stock08/03/2026F(3)38,708D$30.69224,042D
Common Stock547IBy Plan(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) (granted 2/27/18)$2708/03/2026M24,400 (6)02/27/2028Common Stock24,400$00D
Stock Option (right to buy) (granted 2/25/20)$28.8808/03/2026M39,000 (6)02/25/2030Common Stock39,000$00D
Stock Option (right to buy) (granted 3/9/21$21.8408/03/2026M47,100 (6)03/09/2031Common Stock47,100$00D
Stock Option (right to buy) (granted 2/28/17)$31.2 (5)02/28/2027Common Stock17,00017,000D
Stock Option (right to buy) (granted 2/26/19)$41.9 (5)02/26/2029Common Stock23,40023,400D
Stock Option (right to buy) (granted 3/7/23)$15.99 (6)03/07/2033Common Stock14,15014,150D
Explanation of Responses:
1. Represents a net exercise of outstanding options. The reporting person received 24,400 shares of common stock on net exercise of options to purchase 24,400 shares of common stock. The Company withheld 22,499 shares of common stock underlying the option for payment of the exercise price and tax withholding, using the closing stock price on August 3, 2026 of $30.69, pursuant to the terms of the Marcus Corporation 2004 Equity and Incentive Awards Plan.
2. Represents a net exercise of outstanding options. The reporting person received 39,000 shares of common stock on net exercise of options to purchase 39,000 shares of common stock. The Company withheld 37,167 shares of common stock underlying the option for payment of the exercise price and tax withholding, using the closing stock price on August 3, 2026 of $30.69, pursuant to the terms of the Marcus Corporation 2004 Equity and Incentive Awards Plan.
3. Represents a net exercise of outstanding options. The reporting person received 47,100 shares of common stock on net exercise of options to purchase 47,100 shares of common stock. The Company withheld 38,708 shares of common stock underlying the option for payment of the exercise price and tax withholding, using the closing stock price on August 3, 2026 of $30.69, pursuant to the terms of the Marcus Corporation 2004 Equity and Incentive Awards Plan.
4. By Dividend Reinvestment and Associate Stock Purchase Plan.
5. The options originally granted vest and become exercisable as follows: 50% after 2nd anniversary of the date of grant; 75% after 3rd anniversary; and 100% after 4 years.
6. The options originally granted vest and become exercisable as follows: 40% after 2nd anniversary of the date of grant; 60% after 3rd anniversary; 80% after 4th anniversary; and 100% after 5 years.
/s/Thomas F. Kissinger08/19/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)