Marcus Corp insider gift of 8,329 Class B shares

Marcus Corp insider filing shows an estate-planning gift, not a market trade.

Rhea-AI Filing Summary

Marcus Corp insider filing shows an estate-planning gift, not a market trade. An entity associated with major shareholder Stephen H. Marcus, the Stephen H. Marcus 1990 Revocable Trust, made a bona fide gift of 8,329 shares of Class B Common Stock on October 8, 2025. After this transfer, the trust still holds 23,063 Class B shares indirectly. The Class B stock is convertible into common stock on a 1‑for‑1 basis at no cost, is immediately exercisable, and has no expiration date. The company notes the figures were revised for updated Marcus family ownership reporting in connection with family estate planning, and that there has been no change in the Marcus family’s collective ownership.

Insider Trade Summary

8,329 shares gifted

Gift 1 txn

Insider MARCUS STEPHEN H

Role 10% Owner

Type	Security	Shares	Price	Value
Gift	Class B Common Stock	8,329	$0.00	$0.00

Holdings After Transaction: Class B Common Stock — 23,063 contracts (Indirect, S Marcus 1990 Rev Tr)

Footnotes (5)

1. F1. This security is convertible into common stock on a 1-for-1 basis at no cost.
2. F2. This security is immediately exercisable.
3. F3. No expiration date.
4. F4. 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.
5. F5. By the Stephen H. Marcus 1990 Revocable Trust.

Key Figures

Gifted shares: 8,329 shares Shares after transaction: 23,063 shares Conversion ratio: 1-for-1 +2 more

5 metrics

Gifted shares 8,329 shares Class B Common Stock gifted on October 8, 2025

Shares after transaction 23,063 shares Class B Common Stock held indirectly by the trust after gift

Conversion ratio 1-for-1 Class B Common Stock convertible into common stock at no cost

Gift transaction price $0.00 per share Bona fide gift, no consideration paid

Gifted derivative shares 8,329 shares Underlying common stock associated with derivative-type entry

Key Terms

bona fide gift, Class B Common Stock, indirect ownership, revocable trust, +1 more

5 terms

bona fide gift financial

"transaction_code_description: "Bona fide gift""

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

Class B Common Stock financial

"security_title: "Class B Common Stock""

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.

indirect ownership financial

"ownership_type: "indirect" and nature_of_ownership disclosure"

revocable trust financial

"By the Stephen H. Marcus 1990 Revocable Trust."

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

convertible into common stock financial

"This security is convertible into common stock on a 1-for-1 basis at no cost."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Marcus Corp (MCS) report in this Form 4/A?

Marcus Corp reported a bona fide gift of 8,329 shares of Class B Common Stock by the Stephen H. Marcus 1990 Revocable Trust. This is a non-market transfer classified as a gift, rather than a purchase or sale on the open market.

Who is responsible for the Marcus Corp (MCS) share transfer in this filing?

The transfer is attributed to the Stephen H. Marcus 1990 Revocable Trust, an entity associated with significant shareholder Stephen H. Marcus. The trust, not Marcus personally, is shown as holding the shares through indirect ownership in this filing.

How many Marcus Corp (MCS) shares were gifted and what remains held?

The filing shows a gift of 8,329 shares of Class B Common Stock. After this transaction, the Stephen H. Marcus 1990 Revocable Trust continues to hold 23,063 Class B shares indirectly, according to the reported total shares following the transaction.

Is there any change to Marcus family collective ownership of Marcus Corp (MCS)?

The footnotes state there is no change to the Marcus family’s collective ownership. The revisions reflect updated reporting related to family estate planning activities, implying that economic control at the family level remains the same despite the internal gift.

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

The Class B Common Stock is described as convertible into common stock on a 1‑for‑1 basis at no cost. It is immediately exercisable with no expiration date, meaning the holder can convert to common shares at any time without paying an exercise price.

Does this Marcus Corp (MCS) Form 4/A indicate buying or selling in the market?

No, the transaction is coded as “G” for a bona fide gift and described as a gift transfer. This means there was a disposition of shares without consideration, not an open-market buy or sell transaction that would directly reflect trading views.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 04/08/2026 - 08:18 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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

X

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^*

MARCUS STEPHEN H

(Last) (First) (Middle)

THE MARCUS CORPORATION

111 E. 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)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/10/2025

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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	10/08/2025		G			8,329	(2)	(3)	Common Stock	8,329	$0	23,063(4)	I	S Marcus 1990 Rev Tr(5)

Explanation of Responses:

1. This security is convertible into common stock on a 1-for-1 basis at no cost.

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.

5. By the Stephen H. Marcus 1990 Revocable Trust.

Remarks:

The Original Form 4 included 4,399,350 shares as indirectly held through Matinee Fifteen Holdings, LLC and Matinee Fifteen Holdings 2 LLC. The reporting person previously disclaimed beneficial ownership of these shares and, in connection with family estate planning activities, does not have a pecuniary interest in these shares. Effective as of the date of this Form 4, the reporting person ceases to be a 10% of the Issuer and is no longer subject to Section 16. No transactions are being reported in this amendment.

	/s/ Steven R. Barth, Attorney-in-Fact for Stephen H. Marcus	04/08/2026
	** Signature of Reporting Person	Date
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)