[Form 4] MARCUS CORP Insider Trading Activity

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

Financial Analyst

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.

Corporate Governance Expert

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.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Marcus Gregory S

(Last) (First) (Middle)

THE MARCUS CORPORATION

111 E. 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		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		S(1)		5,846	D	$0	483,925	D
Common Stock								75	I	As custodian(2)
Common Stock								7,384(3)	I	By 401(k)

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	(4)	09/15/2025		P(1)		5,846		(5)	(6)	Common Stock	5,846	$0	220,341	D
Stock Option (right to buy) (granted 7/29/14)	$18.34							(7)	07/29/2024	Common Stock	49,500		49,500	D
Stock Option (right to buy) (granted 7/28/15)	$20.26							(7)	07/28/2025	Common Stock	44,100		44,100	D
Stock Option (right to buy) (granted 3/1/16)	$18.68							(7)	03/01/2026	Common Stock	28,500		28,500	D
Stock Option (right to buy) (granted 2/28/17)	$31.2							(7)	02/28/2027	Common Stock	40,000		40,000	D
Stock Option (right to buy) (granted 2/27/18)	$27							(8)	02/27/2028	Common Stock	75,000		75,000	D
Stock Option (right to buy) (granted 2/26/19)	$41.9							(8)	02/26/2029	Common Stock	70,200		70,200	D
Stock Option (right to buy) (granted 2/25/20)	$28.88							(8)	02/25/2030	Common Stock	121,000		121,000	D
Stock Option (right to buy) (granted 5/8/20)	$12.71							(8)	05/08/2030	Common Stock	80,000		80,000	D
Stock Option (right to buy) (granted 3/9/21)	$21.84							(8)	03/09/2031	Common Stock	137,300		137,300	D
Stock Option (right to buy) (granted 3/8/22)	$17.04							(8)	03/08/2032	Common Stock	152,000		152,000	D
Stock Option (right to buy) (granted 3/7/23)	$15.99							(8)	03/07/2033	Common Stock	172,300		172,300	D
Class B Common Stock	(4)							(5)	(6)	Common Stock	13,431		13,431	I	As trustee(9)
Class B Common Stock	(4)							(5)	(6)	Common Stock	10,786		10,786	I	As custodian(10)
Class B Common Stock	(4)							(5)	(6)	Common Stock	18,233		18,233	I	By spouse

Explanation of Responses:

1. Represents the exchange of Common Stock to Diane Marcus Gershowitz for Class B Common Stock.

2. As sole custodian of the Alexandra Marcus U/WI/UTMA.

3. Balance reflects the most current data available with regard to the reporting person's holdings in the 401(k) Plan.

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

5. This security is immediately exercisable.

6. No expiration date.

7. 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.

8. 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.

9. 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.

10. As sole custodian of the Alexandra Marcus U/WI/UTMA, the Michael Marcus U/WI/UTMA, and the Samantha Marcus U/WI/UTMA.

	/s/ Steven R. Barth, Attorney-in-Fact for Gregory S. Marcus	09/18/2025
	** 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).
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FAQ

What shares did Gregory S. Marcus sell or transfer on the Form 4 for MCS?

The filing shows a disposition of 5,846 shares of Common Stock on 09/15/2025, exchanged for Class B Common Stock issued to Diane Marcus Gershowitz.

How many Marcus (MCS) shares does the CEO directly own after this transaction?

After the reported transaction the CEO directly beneficially owns 483,925 shares of Common Stock.

Does Gregory S. Marcus hold other types of equity besides common stock in MCS?

Yes. The filing lists Class B convertible securities (representing 220,341 common shares under certain entries) and numerous outstanding stock options with specified exercise prices and vesting schedules.

Are any holdings held in custodial accounts or retirement plans?

Yes. The report shows 75 shares held as custodian and 7,384 shares held in a 401(k) plan; additional custodial holdings are noted for family UTMA accounts.

Do the reported stock options have expiration or vesting details?

Yes. Multiple option grants are listed with exercise prices and vesting patterns noted (examples include grants exercisable through 2033); vesting schedules vary by grant as described in the filing.