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Director at Marcus Corp (NYSE: MCS) receives new stock grant

(Neutral)
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Marcus Corp director and ten percent owner Diane M. Gershowitz reported an amended Form 4 highlighting both a new stock grant and her current equity holdings. On May 21, 2026, she received 1,391 shares of Common Stock at $17.97 per share as a grant for service as a director, bringing her directly held Common Stock to 37,429 shares.

The filing also lists sizeable indirect positions in Class B Common Stock through DG‑LDJ Holdings, LLC and various trusts that are convertible into Common Stock on a 1‑for‑1 basis at no cost, plus multiple outstanding stock options with exercise prices between $14.25 and $38.51 expiring between 2026 and 2033. The amendment states it was filed to correct previously reported underlying securities that had been shown in dollars rather than in shares.

Positive

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Negative

  • None.
Insider GERSHOWITZ DIANE M
Role Director, 10% Owner
Type Security Shares Price Value
Grant/Award Common Stock 1,391 $17.97 $25K
holding Stock Option (Right to Buy) -- -- --
holding Stock Option (Right to Buy) -- -- --
holding Stock Option (Right to Buy) -- -- --
holding Stock Option (Right to Buy) -- -- --
holding Stock Option (Right to Buy) -- -- --
holding Stock Option (Right to Buy) -- -- --
holding Stock Option (Right to Buy) -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 37,429 shares (Direct); Stock Option (Right to Buy) — 7,643 shares (Direct); Class B Common Stock — 25 shares (Direct); Class B Common Stock — 1,881,677 shares (Indirect, By DG-LDJ Holdings, LLC); Class B Common Stock — 182,351 shares (Indirect, As Trustee); Common Stock — 175,617.223 shares (Indirect, By DG-LDJ Holdings, LLC)
Footnotes (8)
  1. F1. Granted by Issuer in consideration of service as a director.
  2. F2. Granted pursuant to The Marcus Corporation 2004 Equity and Incentive Awards Plan.
  3. F3. Amending solely to correct previously reported Underlying Securities reported in dollars to be reported in shares.
  4. F4. 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.
  5. F5. This security is immediately exercisable.
  6. F6. No expiration date.
  7. F7. As trustee for brother's children.
  8. F8. By the Ben and Celia Marcus 1992 Revocable Trust F/B/O Diane M. Gershowitz.
Director stock grant 1,391 shares Common Stock grant on May 21, 2026
Grant price $17.97 per share Common Stock director grant
Direct Common Stock holding 37,429 shares Total directly held after grant
DG-LDJ Holdings Class B 1,881,677 shares Indirect Class B Common Stock holding
Trust Class B block 1 50,845 shares Class B Common Stock held as trustee
Trust Class B block 2 131,506 shares Class B Common Stock held as trustee
Largest option grant 1,455 shares at $14.69 Stock option exercisable, expires Dec 28, 2033
Option range $14.25–$38.51 Exercise prices on reported stock options
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.
Stock Option (Right to Buy financial
"Stock Option (Right to Buy) with conversion or exercise prices such as 14.6900 and 38.5100 and specific expiration dates"
Equity and Incentive Awards Plan financial
"Granted pursuant to The Marcus Corporation 2004 Equity and Incentive Awards Plan"
Revocable Trust financial
"By the Ben and Celia Marcus 1992 Revocable Trust F/B/O Diane M. Gershowitz"
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.
ten percent owner financial
"The reporting person is identified as a director and a ten percent owner of Marcus Corp"

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FAQ

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

She reported an amended Form 4 showing a grant of 1,391 shares of Marcus Corp Common Stock for director service and updated her reported direct and indirect equity and option holdings in the company’s shares.

How many Marcus Corp (MCS) shares were granted to Diane M. Gershowitz?

She was granted 1,391 shares of Common Stock. The grant was priced at $17.97 per share and was provided by Marcus Corp in consideration of her service as a director under the company’s 2004 Equity and Incentive Awards Plan.

What are Diane M. Gershowitz’s direct Common Stock holdings in Marcus Corp (MCS) after this grant?

Following the 1,391-share grant, she directly holds 37,429 shares of Marcus Corp Common Stock. This figure reflects only her direct ownership and is separate from additional indirect holdings reported through LLCs and various family-related trusts.

What indirect Class B Common Stock holdings in Marcus Corp (MCS) are reported for Diane M. Gershowitz?

The filing lists several indirect Class B Common Stock positions, including 1,881,677 shares held by DG‑LDJ Holdings, LLC and additional blocks such as 50,845 and 131,506 shares held as trustee, all convertible into Common Stock on a 1‑for‑1 basis at no cost.

What stock options does Diane M. Gershowitz hold in Marcus Corp (MCS)?

She holds multiple stock options over Marcus Corp Common Stock, including 1,455 shares at a $14.69 exercise price expiring December 28, 2033, and several 1,000-share grants with exercise prices ranging from $27.20 to $38.51, expiring between 2026 and 2031.

Why was this Marcus Corp (MCS) Form 4/A filed as an amendment?

The amendment states it was filed solely to correct previously reported underlying securities that had been mistakenly reported in dollars instead of shares. It therefore updates how those underlying amounts are displayed without introducing new buy or sell transactions.
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)
05/21/2026
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)
05/26/2026
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 Stock05/21/2026A(1)1,391A$17.9737,429D
Common Stock175,617.223IBy DG-LDJ Holdings, LLC
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)(2)$31.5512/29/201612/29/2026Common Stock1,0001,000D
Stock Option (Right to Buy)(2)$27.212/28/201712/28/2027Common Stock1,0001,000D
Stock Option (Right to Buy)(2)$38.5112/27/201812/27/2027Common Stock1,0001,000D
Stock Option (Right to Buy)(2)$32.612/26/201912/26/2029Common Stock1,0001,000D
Stock Option (Right to Buy)(2)$17.9512/30/202112/30/2031Common Stock750750D
Stock Option (Right to Buy)(2)$14.2512/28/202212/29/2032Common Stock1,438(3)1,438D
Stock Option (Right to Buy)(2)$14.6912/28/202312/28/2033Common Stock1,4551,455D
Class B Common Stock(4) (5) (6)Common Stock2525D
Class B Common Stock(4) (5) (6)Common Stock1,881,6771,881,677IBy DG-LDJ Holdings, LLC
Class B Common Stock(4) (5) (6)Common Stock131,506131,506IAs Trustee(7)
Class B Common Stock(4) (5) (6)Common Stock50,84550,845IAs Trustee(8)
Explanation of Responses:
1. Granted by Issuer in consideration of service as a director.
2. Granted pursuant to The Marcus Corporation 2004 Equity and Incentive Awards Plan.
3. Amending solely to correct previously reported Underlying Securities reported in dollars to be reported in shares.
4. 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.
5. This security is immediately exercisable.
6. No expiration date.
7. As trustee for brother's children.
8. By the Ben and Celia Marcus 1992 Revocable Trust F/B/O Diane M. Gershowitz.
/s/ Steven R. Barth, Attorney-in-Fact for Diane M. Gershowitz05/27/2026
** 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)