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Marcus Corporation (NYSE: MCS) director reports new stock grant

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

Rhea-AI Filing Summary

The Marcus Corporation director and 10% owner Diane M. Gershowitz reported updated equity holdings. On 12/31/2025 she received 4,174 shares of restricted common stock at a price of $0, increasing her direct common stock holdings to 38,219 shares. The restricted stock, granted on December 31, 2025, vests 50% after the second anniversary of the grant date and 100% after the fourth anniversary.

She also reports indirect ownership of 175,617.223 common shares through DG-LDJ Holdings, LLC. In addition, she holds multiple stock options to buy common stock, ranging from 750 to 1,455 options per grant with exercise prices between $14.25 and $38.51 and expiration dates from 12/29/2026 to 12/28/2033. Gershowitz has substantial Class B common stock positions convertible into common stock on a 1-for-1 basis, including 1,915,592 shares held indirectly through DG-LDJ Holdings, LLC and additional Class B shares held as trustee and through family trusts.

Positive

  • None.

Negative

  • None.
Insider GERSHOWITZ DIANE M
Role Director, 10% Owner
Type Security Shares Price Value
Grant/Award Common Stock 4,174 $0.00 --
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 — 38,219 shares (Direct); Stock Option (right to buy) — 1,000 shares (Direct); Class B Common Stock — 25 shares (Direct); Class B Common Stock — 1,915,592 shares (Indirect, By DG-LDJ Holdings, LLC); Common Stock — 175,617.223 shares (Indirect, By DG-LDJ Holdings, LLC)
Footnotes (1)
  1. Restricted stock granted December 31, 2025 vests and becomes exercisable as follows: 50% after 2nd anniversary of date of grant and 100% after 4th anniversary of date of grant. Granted pursuant to The Marcus Corporation 2004 Equity and Incentive Awards Plan. 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. As trustee for brother's children. By the Ben and Celia Marcus 1992 Revocable Trust F/B/O Diane M. Gershowitz.
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
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 WI 53202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MARCUS CORP [ MCS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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
Common Stock 12/31/2025 A(1) 4,174 A $0 38,219 D
Common Stock 175,617.223 I By 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)(2) $31.55 12/29/2016 12/29/2026 Common Stock 1,000 1,000 D
Stock Option (right to buy)(2) $27.2 12/28/2017 12/28/2027 Common Stock 1,000 1,000 D
Stock Option (right to buy)(2) $38.51 12/27/2018 12/27/2028 Common Stock 1,000 1,000 D
Stock Option (right to buy)(2) $32.6 12/26/2019 12/26/2029 Common Stock 1,000 1,000 D
Stock Option (right to buy)(2) $17.95 12/30/2021 12/30/2031 Common Stock 750 750 D
Stock Option (right to buy)(2) $14.25 12/29/2022 12/29/2032 Common Stock 1,438 1,438 D
Stock Option (right to buy)(2) $14.69 12/28/2023 12/28/2033 Common Stock 1,455 1,455 D
Class B Common Stock (3) (4) (5) Common Stock 25 25 D
Class B Common Stock (3) (4) (5) Common Stock 1,915,592 1,915,592 I By DG-LDJ Holdings, LLC
Class B Common Stock (3) (4) (5) Common Stock 131,506 131,506 I As Trustee(6)
Class B Common Stock (3) (4) (5) Common Stock 50,845 50,845 I By Trust(7)
Explanation of Responses:
1. Restricted stock granted December 31, 2025 vests and becomes exercisable as follows: 50% after 2nd anniversary of date of grant and 100% after 4th anniversary of date of grant.
2. Granted pursuant to The Marcus Corporation 2004 Equity and Incentive Awards Plan.
3. 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.
4. This security is immediately exercisable.
5. No expiration date.
6. As trustee for brother's children.
7. 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. Gershowitz 01/05/2026
** 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.

FAQ

What insider activity did Marcus Corporation (MCS) disclose in this Form 4?

The filing reports that Diane M. Gershowitz, a director and 10% owner of The Marcus Corporation, received 4,174 shares of restricted common stock on 12/31/2025 and updated her direct and indirect ownership of common and Class B common shares.

How many Marcus Corporation (MCS) common shares does Diane M. Gershowitz now own directly?

After the reported grant, Diane M. Gershowitz directly owns 38,219 shares of common stock of The Marcus Corporation.

What are the vesting terms of the 4,174 restricted Marcus Corporation shares granted on December 31, 2025?

The 4,174 restricted common shares granted on December 31, 2025 vest 50% after the second anniversary of the grant date and 100% after the fourth anniversary.

What indirect holdings in Marcus Corporation common stock does Diane M. Gershowitz report?

She reports indirect ownership of 175,617.223 common shares of The Marcus Corporation through DG-LDJ Holdings, LLC.

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

She holds several stock options to buy common stock, including grants of 1,000 options at exercise prices of $31.55, $27.2, $38.51, and $32.6, plus grants of 750, 1,438, and 1,455 options at exercise prices of $17.95, $14.25, and $14.69, with expiration dates between 12/29/2026 and 12/28/2033.

How many Marcus Corporation Class B common shares linked to common stock does Diane M. Gershowitz report?

She reports Class B common stock positions convertible into common stock on a 1-for-1 basis, including 25 shares held directly, 1,915,592 shares held indirectly through DG-LDJ Holdings, LLC, 131,506 shares held as trustee, and 50,845 shares held by the Ben and Celia Marcus 1992 Revocable Trust F/B/O Diane M. Gershowitz.

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