Marcus Corp (MCS) Form 4: Insider Exchange Creates Class B Shares; Options Remain
Rhea-AI Filing Summary
Gregory S. Marcus, President and CEO and a director of Marcus Corporation (MCS), reported an insider sale and updated holdings. He disposed of 5,846 shares of Common Stock on 09/15/2025 in a transaction that converted common shares to Class B Common Stock issued to Diane Marcus Gershowitz. After the reported transactions he directly beneficially owns 483,925 shares of Common Stock and holds an additional 75 shares as custodian and 7,384 shares in a 401(k) plan. He also reports 220,341 shares of Common Stock underlying Class B convertible securities held directly and multiple outstanding stock options covering specified amounts of Common Stock with various exercise prices and vesting schedules.
Positive
- None.
Negative
- Disposition of 5,846 common shares by the CEO/director on 09/15/2025 (converted to Class B shares issued to Diane Marcus Gershowitz)
Insights
TL;DR: Routine insider disposition with substantial remaining direct and derivative holdings; not clearly material to valuation.
The reporting shows a modest disposition of 5,846 common shares by the CEO/director in an exchange that resulted in Class B shares issued to a related party. The report confirms continued significant direct ownership (483,925 shares) and sizable upside exposure through convertible Class B holdings and numerous outstanding option grants. The mix of direct equity and long-dated options indicates alignment with long-term equity value rather than an outright exit. Absent additional context on percentage ownership or trading intent, this transaction appears routine rather than a material governance or liquidity event.
TL;DR: Insider retains control-oriented holdings and vested/vestable equity, while executing a targeted conversion/transfer of shares.
The Form 4 documents a conversion/exchange of common shares into Class B Common Stock transferred to Diane Marcus Gershowitz, suggesting intra-family or governance-structure movement rather than a market sale. The reporting person remains the President and CEO and continues to hold substantial direct and derivative positions, including convertible Class B securities and numerous option grants with staged vesting schedules. From a governance perspective, the transaction does not on its face indicate loss of control or departure risk, but it does reflect reallocation of share class interests that could affect voting alignment if Class B shares carry different rights.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Purchase | Class B Common Stock | 5,846 | $0.00 | -- |
| Sale | Common Stock | 5,846 | $0.00 | -- |
| holding | Stock Option (right to buy) (granted 7/29/14) | -- | -- | -- |
| holding | Stock Option (right to buy) (granted 7/28/15) | -- | -- | -- |
| holding | Stock Option (right to buy) (granted 3/1/16) | -- | -- | -- |
| holding | Stock Option (right to buy) (granted 2/28/17) | -- | -- | -- |
| holding | Stock Option (right to buy) (granted 2/27/18) | -- | -- | -- |
| holding | Stock Option (right to buy) (granted 2/26/19) | -- | -- | -- |
| holding | Stock Option (right to buy) (granted 2/25/20) | -- | -- | -- |
| holding | Stock Option (right to buy) (granted 5/8/20) | -- | -- | -- |
| holding | Stock Option (right to buy) (granted 3/9/21) | -- | -- | -- |
| holding | Stock Option (right to buy) (granted 3/8/22) | -- | -- | -- |
| holding | Stock Option (right to buy) (granted 3/7/23) | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- Represents the exchange of Common Stock to Diane Marcus Gershowitz for Class B Common Stock. As sole custodian of the Alexandra Marcus U/WI/UTMA. Balance reflects the most current data available with regard to the reporting person's holdings in the 401(k) Plan. This security is convertible into common stock on a 1-for-1 basis at no cost. This security is immediately exercisable. No expiration date. 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. 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. 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. As sole custodian of the Alexandra Marcus U/WI/UTMA, the Michael Marcus U/WI/UTMA, and the Samantha Marcus U/WI/UTMA.
