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Estate planning update revises Marcus Corp (NYSE: MCS) insider holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Marcus Corp director and 10% owner Diane M. Gershowitz filed an amended insider report that updates her Class B Common Stock holdings without changing the Marcus family’s overall stake. The filing reflects 3,238 underlying shares of common stock tied to Class B Common Stock.

Each share of Class B Common Stock is convertible into common stock on a 1-for-1 basis at no cost, is immediately exercisable, and has no expiration date. Class B Common Stock carries 10 votes per share, while the related common stock carries one vote per share. The revision stems from family estate planning activities.

Positive

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Insider GERSHOWITZ DIANE M
Role Director, 10% Owner
Type Security Shares Price Value
holding Class B Common Stock -- -- --
Holdings After Transaction: Class B Common Stock — 3,238 shares (Direct)
Footnotes (1)
  1. This security is convertible into common stock on a 1-for-1 basis at no cost and Class B Common Stock is entitled to 10 votes per share and Common Stock is entitled to one vote per share. This security is immediately exercisable. No expiration date. Revised pursuant to updated reporting of the Marcus family?s ownership in connection with family estate planning activities. No change to the Marcus family?s collective ownership has occurred.
Underlying common shares 3,238 shares Underlying common stock linked to Class B Common Stock holding
Exercise price $0.0000 per share Conversion of Class B Common Stock into common stock
Voting rights Class B 10 votes per share Class B Common Stock voting power versus common stock
Voting rights common 1 vote per share Common stock voting power versus Class B Common Stock
Expiration date No expiration date Class B Common Stock is immediately exercisable with no expiry
Holding entries 1 entry Transaction summary shows one holding entry and neutral net activity
Class B Common Stock financial
"This security is convertible into common stock on a 1-for-1 basis at no cost and Class B Common Stock is entitled to 10 votes per share"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
convertible financial
"This security is convertible into common stock on a 1-for-1 basis at no cost"
A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.
immediately exercisable financial
"This security is immediately exercisable."
No expiration date financial
"No expiration date."
estate planning activities financial
"Revised pursuant to updated reporting of the Marcus family?s ownership in connection with family estate planning activities."
Form 4 Insider Transactions: What Each Field Means →
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*
GERSHOWITZ DIANE M
(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)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026		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)
03/04/2026
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
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
Class B Common Stock(1) (2) (3)Common Stock3,238(4)3,238(4)D
Explanation of Responses:
1. This security is convertible into common stock on a 1-for-1 basis at no cost and Class B Common Stock is entitled to 10 votes per share and Common Stock is entitled to one vote per share.
2. This security is immediately exercisable.
3. No expiration date.
4. Revised pursuant to updated reporting of the Marcus family?s ownership in connection with family estate planning activities. No change to the Marcus family?s collective ownership has occurred.
Remarks:
The Original Form 4 incorrectly included 131,506 shares as indirectly held as trustee for brother?s children. The reporting person does not have a pecuniary interest in these shares.
/s/ Steven R. Barth, Attorney-in-Fact for Diane M. Gershowitz04/08/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Marcus Corp (MCS) insider Diane M. Gershowitz report in this Form 4/A?

She reported an amended insider filing updating her holdings of Marcus Corp Class B Common Stock. The amendment reflects 3,238 underlying shares of common stock and is tied to family estate planning, with no change to the Marcus family’s collective ownership stake.

How many Marcus Corp Class B Common Stock shares are reported in this Form 4/A for MCS?

The filing shows 3,238 underlying shares of Marcus Corp common stock associated with Class B Common Stock. These shares are held directly, and the disclosure updates previously reported ownership figures following Marcus family estate planning activities, while keeping overall family ownership unchanged.

What are the voting rights of Marcus Corp (MCS) Class B Common Stock in this filing?

Class B Common Stock carries 10 votes per share, while the related common stock carries one vote per share. This structure gives Class B holders significantly greater voting power. The filing emphasizes these terms alongside the updated 3,238-share position and its estate planning context.

How is Marcus Corp (MCS) Class B Common Stock convertible according to the Form 4/A?

The Class B Common Stock is convertible into Marcus Corp common stock on a 1-for-1 basis at no cost. It is immediately exercisable and has no expiration date, meaning the holder can convert the 3,238 underlying shares into common stock at any time.

Did this Marcus Corp (MCS) Form 4/A change the Marcus family’s overall ownership?

The filing states that no change to the Marcus family’s collective ownership has occurred. The revision results from updated reporting connected to family estate planning activities, adjusting how holdings are reported rather than altering the family’s total economic stake in Marcus Corp.